Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five Promptly (45and in any event within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiarydays) after the date hereof, formation or the occurrence acquisition of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify of Borrower, Borrower shall cause to be executed and delivered to Agent the Administrative Agent thereof in writing, together with the following: (i) jurisdiction 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 formationall 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) 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 (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 (iviii) number by the Borrower, such other related documents (including closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bdocuments) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative as Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselmay reasonably request, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgagesprovided, the filing of UCC financing statementshowever, 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 that this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), promptly upon (45and in any event within thirty (30) days after the acquisition (or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the such later date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof shall agree to in writingits sole discretion)) the creation or acquisition of any direct or indirect wholly-owned Subsidiary by any Loan Party, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class such new wholly-owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number the Loan Parties will execute 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 deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (i) such new wholly-owned Subsidiary (unless it is not a Domestic Subsidiary) shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (ii) the Equity Interests of such new wholly-owned Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Security Agreement) Collateral Documents. Upon the creation or acquisition of any direct or indirect Subsidiary by executing and delivering any Loan Party that is not a wholly-owned Subsidiary, the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the Administrative Agent a joinder agreement to extent provided in the Security AgreementCollateral Documents. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; , as the Administrative Agent may reasonably request in connection therewith and (c) cause will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance with their termsfor the Secured Obligations.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify Notify the Administrative Agent thereof in writing, together with of the (i) jurisdiction creation or acquisition of formation, (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 promptly thereafter (iv) number and effectbut in any event within 30 days or a later date acceptable to the Administrative Agent in its sole discretion), if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreementjoinder to this Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, become (b) pledge a Pledgor (as defined security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the Security Agreement) parent of such Subsidiary to pledge a security interest in all Equity Interests issued by executing and such Subsidiary, by delivering to the Administrative Agent a joinder agreement duly executed supplement to the each Security Agreement, and Document or such other documents document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (iic) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent, resolutions (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 items required under Section 5.14; and (g) 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 counselcounsel 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) any Loan Party or any Domestic Subsidiary that is an equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary or FSHCO pursuant to the Pledge Agreement, and (ciii) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 none of the Administrative Agent to vest in the Administrative Agent (Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or in any representative FSHCO shall be pledged, except that 65% of the Administrative Agent designated voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by it) valid, subsisting and perfected Liens on the properties purported to a FSHCO shall be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termspledged.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) If any Subsidiary is formed or acquired after the Effective Date, the Borrower will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests of such Subsidiary owned by any Loan Party (including without limitation, in writingthe case of any Equity Interests of a Foreign Subsidiary held by a Loan Party, together if requested by the Administrative Agent, the execution and delivery of a Foreign Pledge Agreement with respect to such Equity Interests (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement” and, if applicable, the taking of other necessary actions to perfect the security interest of the Administrative Agent in such Equity Interests). (b) The Borrower may designate any Domestic Subsidiary that is not otherwise a Designated Subsidiary as a Designated Subsidiary; provided that (i) jurisdiction of formation, (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 shall have delivered to the Administrative Agent a Joinder supplement to the Collateral Agreement, become a Pledgor (as defined in the Security Agreementform specified therein, duly executed by such Subsidiary, (ii) by executing the Borrower shall have delivered a certificate of a Financial Officer or other executive officer of the Borrower to the effect that, after giving effect to any such designation and delivering such Subsidiary becoming a Subsidiary Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall be true and correct and no Default shall have occurred and be continuing and (iii) such Subsidiary shall have delivered to the Administrative Agent a joinder agreement to the Security Agreement, documents and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request opinions of the Administrative Agent type referred to in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; paragraphs (b) and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded direct or indirect Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 a Loan Party 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) if such Subsidiary is (A) a Domestic Subsidiary that is a Wholly Owned Subsidiary of a Loan Party (and not a Subsidiary of a non-Guarantor Foreign Subsidiary), (B) a Domestic Subsidiary (other than a Subsidiary of a non-Guarantor Foreign Subsidiary) that is not a Wholly Owned Subsidiary but could become a Guarantor without violating the terms of its organizational documents, or (C) a Foreign Subsidiary that the Borrower elects in its sole discretion to cause to become a Guarantor, cause such Subsidiary Person to (i1) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii2) upon the written request of if requested by the Administrative Agent in its sole discretionAgent, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(b), resolutions (f) and favorable opinions of counsel(g), all in form, content and scope reasonably satisfactory to the Administrative Agent; and and (c) cause if such Subsidiary to take whatever action (including is the recording of mortgages, the 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 first Subsidiary of the Administrative Agent Borrower to vest in be acquired or formed after the Closing Date, cause to be a delivered to the Administrative Agent (or in any representative i) a fully executed counterpart of the Administrative Agent designated Pledge Agreement, properly executed by itthe Borrower and, if the applicable Subsidiary will be a Guarantor, such Subsidiary and (ii) valid, subsisting and perfected Liens on the properties purported to be subject an opinion of legal counsel to the agreements delivered pursuant Borrower and, if applicable, such Subsidiary, dated as of the date of the Pledge Agreement and in form and substance reasonably satisfactory to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAdministrative Agent.

Additional Subsidiaries. Within forty-five (45) days after In the acquisition event that any Credit Party shall form or formation of acquire any Wholly Owned new Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, such Credit Party will cause such new Subsidiary, within ten Business Days after such formation or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the acquisition: (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number to execute 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 deliver to the Administrative Agent the following documents: (1) a Joinder counterpart to this Agreement (and thereby to become a party to this Agreement, as a “Guarantor” hereunder) and (2) a counterpart to the Pledge Agreement and a counterpart to the Security Agreement (and thereby to become a Pledgor party to each such agreement); (as defined in the Security Agreementii) by to take such action (including delivering such shares of stock and executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable First Priority Liens on all assets and property of such Subsidiary, subject only to Permitted Liens, consistent with the Administrative Agent provisions of the applicable Collateral Agreements; provided that no Credit Party shall be required to create or perfect any Liens on any Real Property Assets except for a joinder agreement Mortgaged Property in accordance with Section 6.13; and (iii) to the Security Agreementdeliver such proof of organizational action, incumbency of officers and such other documents as is consistent with those delivered by each Credit Party pursuant to Section 5.1 at the Effective Time or as the Administrative Agent shall deem appropriate for such purpose have reasonably requested. Notwithstanding the provisions of this Section 6.10(a), (i) no Foreign Subsidiary shall be required to execute and deliver a counterpart to this Agreement, the Pledge Agreement or the Security Agreement or any other Collateral Agreement, and (ii) upon no capital stock of a Foreign Subsidiary shall be required to be pledged pursuant to the written request provisions of the Administrative Agent in its sole discretionPledge Agreement, deliver except to the Administrative Agent extent such Organization DocumentsForeign Subsidiary is a disregarded entity for United States Tax purposes, resolutions and favorable opinions of counsel, all provided that nothing in form, content and scope reasonably satisfactory to this paragraph shall limit the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 requirement of the Administrative Agent Credit Parties to vest in the Administrative Agent (or in any representative provide a pledge of 65% of the Administrative Agent designated by it) valid, subsisting voting stock and perfected Liens on 100% of the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsnon-voting stock of any Foreign Subsidiary.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Domestic Delaware Divided LLC) (it being understood that any Excluded Subsidiary (other than ceasing to be an Excluded Subsidiary) after Subsidiary but remaining a Subsidiary shall be deemed to be the date hereof, or the occurrence acquisition of any such a Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): for purposes of this Section): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationorganization, (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; and (b) cause such Subsidiary Person (other than any Excluded Subsidiary) to (i) to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate reasonably request for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f)-(h) (or, in the case of any Non-U.S. Subsidiary, comparable security documents, including local law equity pledge or similar agreements) in order to grant Liens to the Administrative Agent for the benefit of the Secured Parties in all assets of, and the Equity Interests in, such Organization Documents, resolutions Subsidiary constituting Collateral and favorable opinions of counselcounsel to such Persons (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as applicable), all in form, content and scope reasonably satisfactory to the Administrative Agent; and provided that an Exempt Immaterial Subsidiary shall not be required to deliver any Collateral Documents (c) cause such Subsidiary other than an equity pledge or similar agreement granting Liens to take whatever action (including the recording of mortgages, the 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 for the benefit of the Secured Parties in the Administrative Agent (or Equity Interests in any representative such Exempt Immaterial Subsidiary) governed by the laws of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported jurisdiction in which such Exempt Immaterial Subsidiary is organized until such Exempt Immaterial Subsidiary ceases to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsconstitute an Exempt Immaterial Subsidiary.

Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Wholly Owned Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary) or (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a Domestic non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (other than an Excluded Subsidiaryb) after in the date hereof, or the occurrence case of any such Restricted Subsidiary no longer qualifying as of the Company that is not an “Excluded Immaterial Subsidiary” (including any Electing Guarantor): (a) , notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (iiB) if the circumstances in clause (A) apply, upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselcounsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and (d) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) if such Restricted Subsidiary is a Wholly Owned Subsidiary, cause such Person to become a Guarantor of the Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent; , and (cC) cause such Subsidiary Person to take whatever action grant Liens in respect of its property and assets in the manner required under Section 7.14. (including e) Notwithstanding the recording of mortgagesforegoing, the filing requirements of UCC financing statements, this Section 7.12 shall not apply with respect to any Subsidiary the giving assets of notices and the endorsement of notices on title documentswhich constitute “Excluded Property” pursuant to clause (g) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative definition 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms“Excluded Property”.

Additional Subsidiaries. Within forty-five (45a) days If any direct Subsidiary is formed or acquired after the acquisition First Refinancing Facility Agreement Effective Date by any Loan Party or formation of any Wholly Owned Subsidiary that is required to be a Domestic Subsidiary Loan Party, Holdings and the Borrower will, as promptly as practicable, and in any event within 30 days (other than an Excluded Subsidiary) after or such longer period as the date hereofAdministrative Agent may agree to in writing), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests of such Subsidiary owned by any Loan Party (including, in writingthe case of any Equity Interests of a Material Foreign Subsidiary constituting Collateral held by a Loan Party, together in each case, if requested by the Administrative Agent, the execution and delivery of a Foreign Pledge Agreement with respect to such Equity Interests (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement”) and the taking of other necessary actions to perfect the security interest of the Administrative Agent in such Equity Interests). (b) Holdings may designate a Domestic Subsidiary that is not a Material Subsidiary as a Designated Subsidiary; provided that (i) jurisdiction of formation, (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 shall have delivered to the Administrative Agent a Joinder supplement to the Collateral Agreement, become a Pledgor (as defined in the Security Agreementform specified therein, duly executed by such Subsidiary, (ii) by executing Holdings shall have delivered a certificate of a Financial Officer or other executive officer of each of Holdings and delivering the Borrower to the effect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall be true and correct in all material respects and no Default shall have occurred and be continuing, and (iii) such Subsidiary shall have delivered to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to if requested by the Administrative Agent; ) opinions of the type referred to in paragraphs (b) and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 Section 4.01 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsOriginal Credit Agreement.

Additional Subsidiaries. Within forty-five (45a) days If any direct Subsidiary is formed or acquired after the acquisition Effective Date by any Loan Party or formation of any Wholly Owned Subsidiary that is required to be a Domestic Subsidiary Loan Party, Holdings and the Borrower will, as promptly as practicable, and in any event within 30 days (other than an Excluded Subsidiary) after or such longer period as the date hereofAdministrative Agent may agree to in writing), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests of such Subsidiary owned by any Loan Party (including, in writingthe case of any Equity Interests of a Material Foreign Subsidiary held by a Loan Party, together in each case, if requested by the Administrative Agent, the execution and delivery of a Foreign Pledge Agreement with respect to such Equity Interests (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement”) and the taking of other necessary actions to perfect the security interest of the Administrative Agent in such Equity Interests). (b) Holdings may designate a Domestic Subsidiary that is not a Material Subsidiary as a Designated Subsidiary; provided that (i) jurisdiction of formation, (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 shall have delivered to the Administrative Agent a Joinder supplement to the Collateral Agreement, become a Pledgor (as defined in the Security Agreementform specified therein, duly executed by such Subsidiary, (ii) by executing Holdings shall have delivered a certificate of a Financial Officer or other executive officer of each of Holdings and delivering the Borrower to the effect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall be true and correct in all material respects and no Default shall have occurred and be continuing, and (iii) such Subsidiary shall have delivered to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to if requested by the Administrative Agent; ) opinions of the type referred to in paragraphs (b) and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.

Additional Subsidiaries. Within forty-five (45a) days after Notify the Administrative Agent of the creation or acquisition or formation of any Wholly Owned Domestic Subsidiary and, except in the case of any Domestic Subsidiary that is a Domestic Subsidiary Special Purpose Subsidiary, promptly thereafter (other than an Excluded Subsidiaryand in any event within thirty (30) after the date hereofdays), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 Person to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering duly executed supplement to the Administrative Agent a joinder agreement to the Security Agreement, and Subsidiary Guaranty Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose and purpose, (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, resolutions (iii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and favorable opinions of counsel(iv) 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; . (b) Notify the Administrative Agent at any time that any Person that is not a Subsidiary Guarantor becomes a guarantor of or otherwise provides credit support for the February 2007 Notes or any Indebtedness created or incurred pursuant to a Qualified Unsecured Issuance and concurrently with such Person becoming a guarantor thereunder or providing credit support therefor, cause such Person to take all of the actions required pursuant to clauses (i) through (iv) of subsection (a) of this Section. (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 Notify the Administrative Agent at any time that any Person that was a Special Purpose Subsidiary ceases to vest in the Administrative Agent be a Special Purpose Subsidiary and promptly (or and in any representative event within thirty (30) days) cause such Person to take all of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered actions required pursuant to clauses (i) through (iv) of subsection (a) of this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsSection.

Additional Subsidiaries. Within forty-(a) At any time that any Loan Party or any newly formed or acquired Subsidiary that is to become a Loan Party pursuant to clause (b) below acquires any personal property not subject to a perfected security interest in and Lien in favor of the Administrative Agent pursuant to the Collateral Documents, within five (455) days Business Days after the acquisition of such personal property by such Person, the Borrower shall furnish to the Administrative Agent, in reasonable detail, a written description of such personal property. (b) Within thirty (30) days of the formation or formation acquisition of a Subsidiary by any Wholly Owned Subsidiary that is a Domestic Subsidiary Loan Party (other than an Excluded a Foreign Subsidiary, which is addressed in clause (c) after below), the date hereofBorrower shall, or the occurrence of and shall cause any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify to, at the Administrative Agent thereof in writingBorrower’s expense, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number duly execute 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 defined in the Security Agreement) by executing and delivering deliver to the Administrative Agent a joinder agreement to the Guaranty, the Security Agreement and the Pledge Agreement, and such all other documents as applicable Collateral Documents specified by and in form and substance satisfactory to the Administrative Agent shall deem appropriate for such purpose and Agent, (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 4.1(d), resolutions Section 4.1(f) and Section 4.1(g), and (iii) deliver to the Administrative Agent any other documents and instruments requested by the Administrative Agent, including favorable opinions of counselcounsel to the Borrower and such Subsidiary (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; . In addition, the Borrower shall, and (c) shall cause any such Subsidiary to to, at the Borrower’s expense, take whatever action (including all such other actions as the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) Administrative Agent may be consider necessary or advisable in desirable to give full effect to the opinion Guaranty and to perfect and preserve the rights and powers of the Administrative Agent and the Lenders under the Collateral Documents. (c) Within thirty (30) days of the formation or acquisition of a Foreign Subsidiary by any Loan Party, the Borrower shall, and shall cause the applicable Loan Party and such Foreign Subsidiary to, at the Borrower’s expense, (i) duly execute and deliver to vest in the Administrative Agent a Pledge Agreement or such other document applicable under applicable law as the Administrative Agent shall deem necessary or desirable for the collateral pledge of and perfection of the Equity Interests of such Foreign Subsidiary, (ii) deliver to the Administrative Agent all certificates representing the Equity Interests pledged to the Administrative Agent and the Lenders pursuant to the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, for certificated Equity Interests, (iii) deliver to the Administrative Agent documents of the types referred to in Section 4.1(d) through and including Section 4.1(g), and any other documents and instruments requested by the Administrative Agent, including favorable opinions of counsel to the Borrower and such Subsidiary (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, (iv) taking such additional actions as the Administrative Agent may consider necessary or in any representative desirable under applicable law to perfect the Lien of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject in such Equity Interests. The Loan Parties will pledge to the agreements delivered pursuant to this Section 6.12 Administrative Agent, for the benefit of the Lenders and the other Collateral DocumentsAdministrative Agent, enforceable against all third parties the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in accordance with their termsany material adverse tax consequence or duty, in which case, the Loan Parties will pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such Foreign Subsidiary.

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any Domestic Subsidiary (any such Subsidiary, a "New Subsidiary") of the Borrower or any Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the acquisition or formation creation of any Wholly Owned first tier Foreign Subsidiary that is a Domestic of the Borrower or any Restricted Subsidiary (other than an Excluded Subsidiary) after the date hereofincluding in connection with a Permitted Acquisition), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify cause to be executed and delivered to the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationAgent, (iiA) number of shares of each class of Equity Interests outstanding, (iii) number a supplement to the applicable Security Documents previously executed and percentage of outstanding shares of each class owned (directly or indirectly) delivery by the Borrower or any Subsidiary such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (65%) of the capital stock or other ownership interests of such Foreign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (ivC) 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 favorable legal opinions addressed to the Administrative Agent a Joinder Agreementand Lenders in form and substance reasonably satisfactory thereto with respect to such supplement, become a Pledgor (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary in such Foreign Subsidiary, and (E) any other documents and certificates as defined in may be reasonably requested by the Security AgreementAdministrative Agent or the Required Lenders (through the Administrative Agent). (c) by executing The Borrower may, at any time and delivering upon written notice to the Administrative Agent Agent, redesignate an Unrestricted Subsidiary as a joinder agreement to Restricted Subsidiary. Further, promptly after the Security Agreement, and such other documents as date on which the Borrower or the Administrative Agent shall deem appropriate determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such purpose and date or (B) is or becomes the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary, or (ii) upon all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the written request Consolidated assets of the Administrative Agent Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in its sole discretionthe case of clause (i), deliver such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the case of clause (ii), the Borrower shall promptly identify in writing to the Administrative Agent such Organization DocumentsUnrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, resolutions calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default has occurred and favorable opinions of counselis continuing, all in formthe Borrower shall be permitted, content and scope reasonably satisfactory on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (cII) cause Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such Subsidiary date and (B) is not the obligor on any Debt (notwithstanding the definition thereof, determined by reference to take whatever action such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the recording Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of mortgages(A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the filing of UCC financing statementsfour consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, the giving of notices and the endorsement of notices on title documentsas applicable) may be necessary or advisable in the opinion of shall have an effective date mutually acceptable to the Administrative Agent to vest and Borrower, but in no event earlier than five (5) Business Days following receipt by 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch written notice.

Additional Subsidiaries. Within forty-five (45) days Form or acquire direct or indirect Subsidiaries only which are in the same business as the Borrower. At the Borrower’s own expense, promptly, and in any event within 10 Business Days after the formation or acquisition or formation of any Wholly Owned new direct or indirect Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) of the Borrower after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationsuch event, (ii) number amend the Security Documents as appropriate in light of shares such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each class of Equity Interests outstandingPerson which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) number deliver to the Collateral Agent all stock certificates and percentage other instruments added to the Collateral thereby free and clear of outstanding shares all Liens, accompanied by undated stock powers or other instruments of each class owned (directly or indirectly) by the Borrower or any Subsidiary and transfer executed in blank, (iv) number cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a Subsidiary Guaranty Agreement, (v) cause each document (including each UCC financing statement and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights each filing with respect thereto; (bto intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) cause such Subsidiary required by law or reasonably requested by the Administrative Agent to (i) become be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a Guarantor by executing valid, legal and delivering perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering provided that no filing shall be required with respect to intellectual property if the Administrative Agent a joinder agreement determines that such property is not material to the Security Agreementbusiness of such Subsidiary), and such other documents as the Administrative Agent shall deem appropriate for such purpose (vi) deliver an opinion of counsel in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope substance reasonably satisfactory to the Administrative Agent; and (c) cause Agent with respect to each such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices Person and the endorsement of notices on title documents) may be necessary or advisable matters set forth 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssection.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) If any Subsidiary is formed or acquired after the Effective Date the Parent and the Borrower will within 45 days notify the Administrative Agent thereof (or such longer period as the Administrative Agent may reasonably agree to in writing), together and cause the Collateral and Guarantee Requirement to be satisfied with the respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by any Loan Party. (b) The Parent may, at its option, designate a wholly-owned Domestic Subsidiary as a Designated Subsidiary; provided that (i) jurisdiction of formation, (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 shall have delivered to the Administrative Agent a Joinder supplement to the Collateral Agreement, become a Pledgor (as defined in the Security Agreementform specified therein, duly executed by such Subsidiary, (ii) by executing the Parent shall have delivered a certificate of a Financial Officer or other executive officer of each of the Parent and delivering the Borrower to the effect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, “Material Adverse Effect” or similar language, in all respects, and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, and no Default shall have occurred and be continuing, and (iii) such Subsidiary shall have delivered to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent type referred to in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and paragraph (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.

Additional Subsidiaries. Within forty-(a) At any time that any Loan Party or any newly formed or acquired Subsidiary that is to become a Loan Party pursuant to clause (b) below acquires any personal property not subject to a perfected security interest in and Lien in favor of the Administrative Agent pursuant to the Collateral Documents, within five (455) days Business Days after the acquisition of such personal property by such Person, the Borrower shall furnish to the Administrative Agent, in reasonable detail, a written description of such personal property. (b) Within thirty (30) days of the formation or formation acquisition of a Subsidiary by any Wholly Owned Subsidiary that is a Domestic Subsidiary Loan Party (other than an Excluded a Foreign Subsidiary, which is addressed in clause (c) after below), the date hereofBorrower shall, or the occurrence of and shall cause any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify to, at the Administrative Agent thereof in writingBorrower’s expense, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number duly execute 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 defined in the Security Agreement) by executing and delivering deliver to the Administrative Agent a joinder agreement to the Guaranty, the Security Agreement and the Pledge Agreement, and such all other documents as applicable Collateral Documents specified by and in form and substance satisfactory to the Administrative Agent shall deem appropriate for such purpose and Agent, (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 4.1(d), resolutions Section 4.1(f) and Section 4.1(g), and (iii) deliver to the Administrative Agent any other documents and instruments requested by the Administrative Agent, including favorable opinions of counselcounsel to the Borrower and such Subsidiary (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; . In addition, the Borrower shall, and (c) shall cause any such Subsidiary to to, at the Borrower’s expense, take whatever action (including all such other actions as the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) Administrative Agent may be consider necessary or advisable in desirable to give full effect to the opinion Guaranty and to perfect and preserve the rights and powers of the Administrative Agent and the Lenders under the Collateral Documents. (c) Within thirty (30) days of the formation or acquisition of a Foreign Subsidiary by any Loan Party, the Borrower shall, and shall cause the applicable Loan Party and such Foreign Subsidiary to, at the Borrower’s expense, (i) duly execute and deliver to vest in the Administrative Agent a Pledge Agreement or such other document applicable under applicable law as the Administrative Agent shall deem necessary or desirable for the collateral pledge of and perfection of the Equity Interests of such Foreign Subsidiary, (ii) deliver to the Administrative Agent all certificates representing the Equity Interests pledged to the Administrative Agent and the Lenders pursuant to the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, for certificated Equity Interests, (iii) deliver to the Administrative Agent documents of the types referred to in Section 4.1(d) through and including Section 4.1(g), and any other documents and instruments requested by the Administrative Agent, including favorable opinions of counsel to the Borrower and such Subsidiary (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, (iv) taking such additional actions as the Administrative Agent may consider necessary or in any representative desirable under applicable law to perfect the Lien of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject in such Equity Interests. The Loan Parties will pledge to the agreements delivered pursuant to this Section 6.12 Administrative Agent, for the benefit of the Lenders and the other Collateral DocumentsAdministrative Agent, enforceable against all third parties the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in accordance with their termsany material adverse tax consequence or duty, in which case, the Loan Parties will pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such first-tier Foreign Subsidiary.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the or such later date hereof, or the occurrence of any upon which such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Organization Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, resolutions identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and favorable opinions of counseladditional insured with respect to the liability insurance, all as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or formation of any Wholly Owned Canadian Subsidiary that is a or Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 a 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; and (b) if such Subsidiary is a Domestic Subsidiary and a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(e) and (f) and if reasonably requested by the Administrative Agent, resolutions and favorable opinions of counselcounsel 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, form and content and scope reasonably satisfactory to the Administrative Agent; and provided, that, none of the Excluded Domestic Subsidiaries shall be required to become a Guarantor with respect to PRA’s Obligations under the Loan Documents. (c) if such Subsidiary is a Canadian Subsidiary and a Wholly Owned Subsidiary, cause such Subsidiary Person to take whatever action (including i) become a Guarantor with respect to the recording of mortgages, the filing of UCC financing statements, the giving of notices Canadian Borrower Obligations by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Canadian Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Canadian Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) (or in any representative applicable Canadian equivalents) and if reasonably requested by the Canadian Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Administrative Agent designated by it) validdocumentation referred to in clause (i)), subsisting all in form and perfected Liens on the properties purported to be subject content reasonably satisfactory to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsCanadian Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Wholly Owned Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary) or (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary), (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a Domestic non-Wholly Owned Subsidiary (other than an Excluded becomes a Wholly Owned Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (iiB) if the circumstances in clause (A) apply, upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselcounsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) grant Liens in respect of its property and assets in the manner required under Section 7.14; and (c) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) if such Restricted Subsidiary is a Wholly Owned Subsidiary, cause such Person to become a Guarantor of the Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent; , and (cC) cause such Subsidiary to take whatever action (including grant Liens in respect of its property and assets in the recording of mortgagesmanner required under Section 7.14. Notwithstanding the foregoing, the filing requirements of UCC financing statements, this Section 7.12 shall not apply with respect to any Subsidiary the giving assets of notices and the endorsement of notices on title documentswhich constitute “Excluded Property” pursuant to clause (g) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative definition 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms“Excluded Property”.

Additional Subsidiaries. Within forty-five (45) days after In the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) event that, after the date hereof, any of the Borrowers or the occurrence any of their Subsidiaries creates any such new Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): or acquires a new Subsidiary in accordance with §10.5.3, (a) notify the Administrative Agent thereof in writingsuch new Subsidiary shall, together concurrently with the (i) jurisdiction of formationsuch event or as soon as practicable thereafter, (ii) number of shares of each class of Equity Interests outstanding, (iii) number execute 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 deliver to the Administrative Agent a Joinder Agreementan instrument of joinder and accession, become a Pledgor (as defined in the Security Agreement) by executing form and delivering substance satisfactory to the Administrative Agent Agent, pursuant to which such new Subsidiary shall join the Credit Agreement as a joinder agreement Borrower and the Security Documents as a grantor of security thereunder as if such new Subsidiary was an original signatory hereto and thereto, and (b) the Borrowers and/or such new Subsidiary (as the case may be) shall deliver such other instruments and documents, including without limitation allonges to the Security Agreement, Notes in form and such other documents as substance satisfactory to the Administrative Agent shall deem appropriate for such purpose Agent, Perfection Certificates, Uniform Commercial Code financing statements and (ii) upon the written request 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 Agent’s first priority perfected security interest in its sole discretionand to the assets of and the Equity Interests issued by such new Subsidiaries. Further, contemporaneously with the formation or acquisition of such new Subsidiary, the Borrowers and/or such new Subsidiary shall execute and/or deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 other documentation as the Administrative Agent to vest may reasonably request in the Administrative Agent (or in any representative furtherance of the Administrative Agent designated by it) validintent of this §9.17, subsisting including without limitation an updated Schedule 8.19 hereto and perfected Liens on documentation of the properties purported type required to be subject supplied by the Borrowers and their Subsidiaries as a condition precedent to the agreements delivered initial Revolving Credit Loans made hereunder pursuant to this Section 6.12 and the other Collateral Documents§12, enforceable against all third parties in accordance with their termsas applicable to such new Subsidiary or acquisition permitted pursuant to §10.5.3.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Domestic Subsidiary that is or any Subsidiary directly owned by a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary, if such Person is a Domestic Subsidiary, cause such Subsidiary Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (iiy) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(f) and (g) and, resolutions and if requested by the Administrative Agent, favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and . (c) Upon the guarantee by any Subsidiary of any Indebtedness incurred pursuant to Section 8.03(g), concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices x) become a Guarantor by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (or in any representative of y) deliver to the Administrative Agent designated documents of the types referred to in Sections 5.01(f) and (g) and, if requested by it) validthe Administrative Agent, subsisting favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and perfected Liens on enforceability of the properties purported documentation referred to be subject in clause (x)), all in form, content and scope satisfactory to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAdministrative Agent.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify Notify the Administrative Agent thereof in writing, together with writing of the (i) jurisdiction creation or acquisition of formation, (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 promptly thereafter (iv) number and effectbut in any event within 30 days or a later date acceptable to the Required Lenders in their sole discretion), if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreementjoinder to this Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, become (b) pledge a Pledgor (as defined security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the Security Agreement) parent of such Subsidiary to pledge a security interest in all Equity Interests issued by executing and such Subsidiary, by delivering to the Administrative Agent a joinder agreement duly executed supplement to the each Security Agreement, and Document or such other documents document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (iic) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent or the Required Lenders, resolutions (d) deliver to the Administrative Agent such original Equity Interests or other certificates and favorable opinions stock or other transfer powers evidencing the Equity Interests of counselsuch 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 items required under Section 5.14; and (g) deliver to the Administrative 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) any Loan Party or any Domestic Subsidiary that is an equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary or FSHCO pursuant to the Pledge Agreement, and (ciii) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 none of the Administrative Agent to vest in the Administrative Agent (Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or in any representative FSHCO shall be pledged, except that 65% of the Administrative Agent designated voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by it) valid, subsisting and perfected Liens on the properties purported to a FSHCO shall be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termspledged.

Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Wholly Owned Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) [reserved] or (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a Domestic non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (other than an Excluded Subsidiaryb) after in the date hereof, or the occurrence case of any such Restricted Subsidiary no longer qualifying as of the Company that is not an “Excluded Immaterial Subsidiary” (including any Electing Guarantor): (a) , notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary, (A) if such Subsidiary is a Domestic Subsidiary that is a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (iiB) if the circumstances in clause (A) apply, upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselcounsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent; Agent and (cC) cause such Subsidiary Person to take whatever action grant Liens in respect of its property and assets in the manner required under Section 7.14; and (including d) [reserved]. (e) Notwithstanding the recording of mortgagesforegoing, the filing requirements of UCC financing statements, this Section 7.12 shall not apply with respect to any Subsidiary the giving assets of notices and the endorsement of notices on title documentswhich constitute “Excluded Property” pursuant to clause (g) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative definition 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms“Excluded Property”.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a Domestic direct Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): a Loan Party: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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; and (b) except as provided below, if such Subsidiary is a Domestic Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing), cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary . Notwithstanding the forgoing, Finsub shall not be required to take whatever action (including become a Guarantor. Notwithstanding the recording of mortgagesforegoing, the filing requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of UCC financing statementsa Foreign Subsidiary, if such requirements would cause the giving undistributed earnings 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) validsuch Foreign Subsidiary, subsisting and perfected Liens on the properties purported as determined for United States federal income tax purposes, to be subject treated as a deemed dividend to the agreements delivered pursuant to this Section 6.12 and the other Collateral DocumentsForeign Subsidiary’s parent, enforceable against all third parties or otherwise result in accordance with their termsa material adverse tax consequence.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) The Borrower Representative shall notify the Administrative Agent thereof at the time that any Person becomes a Subsidiary of a Borrower and promptly thereafter (and in writingany event within thirty (30) days or such later period as the Administrative Agent may agree), together with (a) unless such Person is a Regulated Subsidiary (except to the extent such Regulated Subsidiary (i) jurisdiction of formation, 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) number has obtained the express written approval of shares of each class of Equity Interests outstandingthe CPUC or such other applicable regulatory authority) or is designated as an Unrestricted Subsidiary in accordance with Section 5.17, (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 Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Guaranty Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering joinder to the Administrative Agent a joinder agreement to the Security an existing Guaranty Agreement, and or such other documents document as the Administrative Agent shall deem appropriate for such purpose and purpose, (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent documents of the types referred to in Section 3.01(a)(xiii), (xiv), and (xv), as applicable, (iii) if requested by the Administrative Agent, deliver a favorable opinion of counsel to such Organization DocumentsPerson (which shall cover, resolutions among other things, the legality, validity, binding effect and favorable opinions enforceability of counselthe documentation referred to in clause (i) above and clause (iv) below), all in form, content and scope reasonably satisfactory to the Administrative Agent; , and (civ) execute such other Security Instruments as the Administrative Agent may reasonably request, in each case to secure the Obligations, and (b) cause any Person (other than any Regulated Subsidiary (except to the extent such Regulated Subsidiary (i) is not prohibited under applicable law by the 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 applicable regulatory authority) or Unrestricted Subsidiary) who is a stockholder or equityholder of such Subsidiary to take whatever action execute a Pledge Agreement as a “Recourse Pledgor” pledging one hundred percent (including the recording 100%) of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable 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 opinion of in relation to such Pledge Agreement as the Administrative Agent to vest may reasonably request, along with share certificates pledged thereby, if any, and appropriately executed stock powers in the Administrative Agent (blank, if applicable; provided, however, that if such Person is a direct Subsidiary of a Borrower or in any representative of a Domestic Subsidiary and is organized or incorporated outside of the Administrative Agent designated by itUnited States of America and is treated as a “controlled foreign corporation” as defined in Section 957 of the Code, no more than sixty-five percent (65%) valid, subsisting and perfected Liens on of the properties purported outstanding Voting Securities of such Person shall be pledged to be subject to secure the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsObligations.

Additional Subsidiaries. Within In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations of such Section, promptly upon (and in any event (x), for any such creation or acquisition constituting an Investment in excess of the Threshold Amount, within fifteen (15) days after (or such later date as the Administrative Agent shall agree to in its sole discretion) and (y), for any such creation or acquisition constituting an Investment not in excess of the Threshold Amount, within forty-five (45) days after (or such later date as the Administrative Agent shall agree to in its sole discretion)): (i) the creation or acquisition or formation of any Wholly Owned direct or indirect Subsidiary that is a Domestic Subsidiary by any Loan Party (other than an Excluded Subsidiary) after the date hereof), or the occurrence of any each such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 new Subsidiary and (iv) number the Loan Parties will execute 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 deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (A) such new Subsidiary shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (B) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by executing the applicable Loan Party to the extent provided in the Collateral Documents; and (ii) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (A) each such new Excluded Subsidiary will execute and delivering deliver to the Administrative Agent a joinder agreement to duly executed Negative Pledge Agreement and (B) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. Concurrently with the delivery of the forgoing, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests (as defined in the Security Agreement), together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause , as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance for the Secured Obligations. If any Loan Party delivers a Mortgage with their termsrespect to any real property, it will also deliver any Real Estate Deliverables required by applicable Law.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after or such later date as the date hereofAdministrative Agent may agree in its sole discretion), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationorganization (or foreign equivalent), (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 any Loan Party or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) identification as to whether such Subsidiary is an Excluded Subsidiary; and (b) Within sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion) after (i) the acquisition or formation of any Subsidiary (other than any Excluded Subsidiary) or (ii) the date on which any Subsidiary that was formerly an Excluded Subsidiary ceases to be an Excluded Subsidiary, in each case, cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(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. (c) on the Funding Date, cause each Subsidiary (other than any Excluded Subsidiary) that was formed or acquired after the Effective Date but prior to the Funding Date to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate reasonably request for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.02(f) and (g) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify Notify the Administrative Agent thereof in writing, together with of the (i) jurisdiction creation or acquisition of formation, (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 promptly thereafter (iv) number and effectbut in any event within 30 days or a later date acceptable to the Administrative Agent in its sole discretion), if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreementjoinder to this Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, become (b) pledge a Pledgor (as defined security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the Security Agreement) parent of such Subsidiary to pledge a security interest in all Equity Interests issued by executing and such Subsidiary, by delivering to the Administrative Agent a joinder agreement duly executed supplement to the each Security Agreement, and Document or such other documents document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (iic) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent, resolutions (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 counselcounsel 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) any Loan Party or any Domestic Subsidiary that is an equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary or FSHCO pursuant to the Pledge Agreement, and (ciii) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 none of the Administrative Agent to vest in the Administrative Agent (Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or in any representative FSHCO shall be pledged, except that 65% of the Administrative Agent designated voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by it) valid, subsisting and perfected Liens on the properties purported to a FSHCO shall be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termspledged.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded or, in the case of clause (b) below, any existing Domestic Subsidiary becoming a Material Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): ): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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; and (b) if such Subsidiary is a Domestic Subsidiary and a Material Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) for such Organization DocumentsSubsidiary and, resolutions and if requested by Administrative Agent, favorable opinions of counselcounsel to such Subsidiary (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; and provided, however, that this clause (cb) cause shall not apply to the following Subsidiaries, so long as such Subsidiary to take whatever action (including the recording has not provided a Guarantee of mortgages, the 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 any other Indebtedness of the Administrative Agent to vest in Borrower or another Guarantor: Subsidiaries that are prohibited by Law from guaranteeing the Administrative Agent (Obligations or in any representative that would experience adverse regulatory consequences as a result 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsproviding such Guarantee.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations of such Section, promptly upon (45) and in any event (x), for any such creation or acquisition constituting an Investment in excess of the Threshold Amount, within 15 days after (or such later date as the Administrative Agent shall agree to in its sole discretion) and (y), for any such creation or acquisition constituting an Investment not in excess of the Threshold Amount, within 45 days after (or formation such later date as the Administrative Agent shall agree to in its sole discretion)) (i) the creation or acquisition of any Wholly Owned direct or indirect Subsidiary that is a Domestic Subsidiary by any Loan Party (other than an Excluded Subsidiary) after the date hereof), or the occurrence of any each such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 new Subsidiary and (iv) number the Loan Parties will execute 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 deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (A) such new Subsidiary shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (B) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by executing the applicable Loan Party to the extent provided in the Collateral Documents; and (ii) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (A) each such new Excluded Subsidiary will execute and delivering deliver to the Administrative Agent a joinder agreement to duly executed Negative Pledge Agreement and (B) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. Concurrently with the delivery of the forgoing, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests (as defined in the Security Agreement), together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause , as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance for the Secured Obligations. If any Loan Party delivers a Mortgage with their termsrespect to any real property, it will also deliver any Real Estate Deliverables required by applicable Law.

Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Wholly Owned Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary) or (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a Domestic non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (other than an Excluded Subsidiaryb) after in the date hereof, or the occurrence case of any such Restricted Subsidiary no longer qualifying as of the Company that is not an “Excluded Immaterial Subsidiary” (including any Electing Guarantor): (a) , notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (iiB) if the circumstances in clause (A) apply, upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselcounsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and (d) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) if such Restricted Subsidiary is a Wholly Owned Subsidiary, cause such Person to become a Guarantor of the Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent; , and (cC) cause such Subsidiary Person to take whatever action grant Liens in respect of its property and assets in the manner required under Section 7.14. (including e) Notwithstanding the recording of mortgagesforegoing, the filing requirements of UCC financing statements, this Section 7.12 shall not apply with respect to any Subsidiary the giving assets of notices and the endorsement of notices on title documentswhich constitute “Excluded Property” pursuant to clause (g) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative definition 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.“Excluded Property”. #95537764v15AMERICAS/2023466857.21 #96465179v1

Additional Subsidiaries. Within Promptly, and in any event, not later than forty-five (45) days days, after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the any Borrower or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) a statement as to whether such Subsidiary is a Material Subsidiary; and (b) if such Subsidiary is a Domestic Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary), cause such Subsidiary Person to (i) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(g) and (h) and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and . (c) if such Subsidiary is a Foreign Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (i) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Sections 5.01(g) and (h) 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 (c)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (d) If at any time any Domestic Subsidiary that is not a Domestic Guarantor provides a guarantee of (i) GFI LLC’s obligations in respect of the JPI Subordinated Indebtedness, (ii) any Person’s obligations with respect to the Additional Subordinated Indebtedness or (iii) any Indebtedness permitted pursuant to Section 8.03(j), then promptly (and in any event within five (5) days), cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices A) become a Domestic Guarantor by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (or in any representative of B) deliver to the Administrative Agent designated such security documents as the Administrative Agent shall reasonably request (consistent with those provided by it) valid, subsisting and perfected Liens Domestic Subsidiaries on the properties purported Closing Date) and such documents of the types referred to be subject in Section 5.01(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 agreements delivered Administrative Agent. (e) If at any time any Foreign Subsidiary that is not a Foreign Guarantor provides a guarantee of (i) GFI LLC’s obligations in respect of the JPI Subordinated Indebtedness, (ii) any Person’s obligations with respect to the Additional Subordinated Indebtedness or (iii) any Indebtedness permitted pursuant to this Section 6.12 8.03(j), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other Collateral Documentsdocuments as the Administrative Agent shall reasonably deem appropriate for such purpose, enforceable against and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(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 third parties in accordance with their termsform, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five (45) 45 days after the acquisition or formation end of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofeach Fiscal Quarter, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writingwriting of each Subsidiary formed or acquired in such Fiscal Quarter, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower any Loan Party 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, with respect to each such Subsidiary; and (b) Within forty-five (45) days (in each case, or such later date as may be agreed by the Collateral Agent at its sole option) after the end of each Fiscal Quarter, cause each Subsidiary (other than an Excluded Subsidiary) that was acquired, formed or ceased to be an Excluded Subsidiary (including any Subsidiary that ceased to be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter) during such Subsidiary Fiscal Quarter to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purpose (including as required under the Pledge and Security Agreement) together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral Documents, in each case, to the extent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.1(b), resolutions (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counselcounsel 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; and (c) cause provided that if such Subsidiary is a Special Purpose Subsidiary, such Subsidiary shall not be required to take whatever action (including the recording of mortgages, the 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 become a Guarantor pursuant to this Section 6.12 and 7.12(b) at any time the other Collateral Documents, enforceable against all third parties related Permitted Securitization Transaction is in accordance with their termseffect.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is Person becomes a Material Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writingDomestic Subsidiary that becomes a Material Domestic Subsidiary after its formation or acquisition), together with the (i) jurisdiction of formation, (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 Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counselcounsel 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 time (a) the aggregate revenues of all Immaterial Domestic Subsidiaries exceed 5% of the revenue of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP or (cb) 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 Subsidiary Immaterial Domestic Subsidiaries to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices i) become a Guarantor by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (or in any representative of ii) deliver to the Administrative Agent designated by itdocuments of the types referred to in Sections 5.01(f) validand (g) and favorable opinions of counsel to such Person (which shall cover, subsisting among other things, the legality, validity, binding effect and perfected Liens on enforceability of the properties purported documentation referred to be subject in clause (i)), all in form, content and scope reasonably satisfactory to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAdministrative Agent.

Additional Subsidiaries. Within forty-five Such Loan Party will (45i) 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 (ii) within thirty (30) days after the acquisition a Person becoming a Subsidiary of such Loan Party pursuant to an Acquisition permitted hereunder (or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the at such later date hereofas may be agreed to by Administrative Agent in writing in its discretion), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): provide Administrative Agent with written notice thereof and (a) notify the with respect to all such Subsidiaries, cause such Subsidiary to execute and deliver to Administrative Agent thereof in writinga Joinder Agreement, together with the causing such Subsidiary to become a party to this Agreement, as a joint and several "Borrower" (i) jurisdiction of formationprovided that only a wholly-owned Subsidiary shall be permitted to be a Borrower), (ii) number of shares of each class of Equity Interests outstandingand granting a first priority Lien upon its Collateral, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) subject to Liens permitted by the Borrower or any Subsidiary and (iv) number and effectSection 7.2 or, if exercisedconsented to by Administrative Agent in its discretion, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretoa "Guarantor"; (b) cause such Subsidiary that is added as a Borrower to (i) become a Guarantor by executing execute and delivering deliver to the Administrative Agent a Joinder AgreementNotes in favor of Lenders, become a Pledgor if so requested by Lenders; and (c) deliver such other documentation as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to may reasonably request in connection with the Security Agreementforegoing, 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 such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretionAgent, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselcounsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the attachment and perfection of security interests granted thereunder), all in form, content content, and scope reasonably satisfactory to the Administrative Agent; and provided, however, that (cx) cause such nothing in this Section 5.11 shall authorize any Borrower or any Subsidiary to take whatever action consummate any Acquisition, form any Subsidiary; (including the recording of mortgagesy) any document, the filing of UCC financing statementsagreement, 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 (instrument executed 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 issued pursuant to this Section 6.12 and 5.11 shall be a "Loan Document" for purposes of this Agreement. Notwithstanding anything to the other Collateral Documentscontrary set forth in this Section 5.11, enforceable against all third parties in accordance with their termsno Excluded Subsidiary shall be required to become a Loan Party hereunder unless such Excluded Subsidiary ceases to be an Excluded Subsidiary.

Additional Subsidiaries. Within forty-five (45a) days after Simultaneously with (or such longer period as may be agreed by the acquisition Collateral Agent at its sole option) any Acquisition or the formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower any Loan Party 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; and (b) Within forty-five (45) days (in each case, or such later date as may be agreed by the Collateral Agent at its sole option) of any Permitted Acquisition or any Subsidiary being formed or any Subsidiary ceases to be an Excluded Subsidiary (including any Subsidiary that ceases to be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter), cause each such Subsidiary (other than an Excluded Subsidiary) to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor Agreement or such other document as the Administrative Agent may reasonably request for such purpose (including as defined in required under the Security Agreement) by executing together with supplements to Schedules 6.13, 6.17, 6.20(a) and delivering 6.26(a) and any Schedule to the Administrative Agent a joinder agreement Collateral Documents, in each case, to the Security extent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.1(b), resolutions (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counselcounsel 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; and (c) cause provided that if such Subsidiary is a Special Purpose Subsidiary, such Subsidiary shall not be required to take whatever action (including the recording of mortgages, the 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 become a Guarantor pursuant to this Section 6.12 and 7.12(b) at any time the other Collateral Documents, enforceable against all third parties related Permitted Securitization Transaction is in accordance with their termseffect.

Additional Subsidiaries. (a) Within forty-five (45) 45 days after the acquisition or formation end of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofeach Fiscal Quarter, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writingwriting of each Subsidiary formed or acquired in such Fiscal Quarter, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower any Loan Party 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, with respect to each such Subsidiary; and (b) Within forty-five (45) days (in each case, or such later date as may be agreed by the Collateral Agent at its sole option) after the end of each Fiscal Quarter, cause each Subsidiary (other than an Excluded Subsidiary) that was acquired, formed or ceased to be an Excluded Subsidiary (including any Subsidiary that ceased to be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter) during such Subsidiary Fiscal Quarter to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor Agreement or such other document as the Administrative Agent may reasonably request for such purpose (including as defined in required under the Security Agreement) by executing together with supplements to Schedules 6.13, 6.17, 6.20(a) and delivering 6.26(a) and any Schedule to the Administrative Agent a joinder agreement Collateral Documents, in each case, to the Security extent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.1(b), resolutions (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counselcounsel 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; and (c) cause provided that if such Subsidiary is a Special Purpose Subsidiary, such Subsidiary shall not be required to take whatever action (including the recording of mortgages, the 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 become a Guarantor pursuant to this Section 6.12 7.12(b) at any time the related Permitted Securitization Transaction is in effect. 3.4. Appendix A to the Credit Agreement is hereby amended and restated in its entirety to read in the other Collateral Documents, enforceable against all third parties in accordance with their terms.form attached hereto as Appendix A.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 Parent 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.02(e) and (f) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including . Notwithstanding the recording of mortgagesforegoing, the 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 shall not require those items described in Section 7.12(b) as to vest in which the Administrative Agent (determines in its reasonable discretion the cost of obtaining or providing such items is excessive in any representative of relation to the benefit to the Lenders, and the Administrative Agent designated by it) valid, subsisting and perfected Liens on may grant extensions of time for delivery of any of the properties purported to be subject items described in Section 7.12(b). Notwithstanding anything to the agreements delivered pursuant contrary herein, neither Comdata Telecommunications Services, Inc. nor Comdata Receivables, Inc. shall be required to this Section 6.12 become a Guarantor until the date that is 90 days after the Initial Borrowing Date (or such later date as the Administrative Agent agrees in its discretion), and the other Collateral Documents, enforceable against all third parties in accordance with their termsthen only if it is a Subsidiary as of such date or at any time thereafter.

Additional Subsidiaries. Within forty-five Except as otherwise provided in the second paragraph of Section 4.01 and in Section 7.08, within thirty (4530) days (or such later date as the Administrative Agent may agree) following (x) the acquisition, formation or designation after the acquisition or formation Closing Date of any Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary or (other than an Excluded Subsidiaryy) after the date hereof, or that any Restricted Subsidiary in existence on the occurrence of any such Subsidiary Closing Date that was previously restricted from becoming a Guarantor hereunder is no longer qualifying so restricted (whether as an “Excluded Subsidiary” (including any Electing Guarantor): a result of the acquisition by a Loan Party of the outstanding minority interest in such Restricted Subsidiary or otherwise): (a) notify the Administrative Agent thereof in writing, together with the (i) its jurisdiction of formation, (ii) the number of shares of each class of Equity Interests Capital Stock outstanding, (iii) the number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Restricted Subsidiary and (iv) the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) cause such Restricted Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and (f) and favorable opinions of counselcounsel to such Restricted Subsidiary (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; and . Furthermore, within thirty (c30) cause days (or such Subsidiary to take whatever action (including the recording of mortgages, the 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 later date as the Administrative Agent may agree) of the earlier to vest in occur of (1) the date that Denver becomes a Wholly Owned Subsidiary or (2) June 30, 2006 (if the Borrower has not exercised its option to purchase the outstanding Capital Stock of Denver owned by Media General by June 30, 2006), the Borrower shall cause Denver and its Subsidiaries to become Guarantors by executing and delivering to the Administrative Agent (Joinder Agreements or in any representative of such other documents as the Administrative Agent designated by itshall reasonably deem appropriate for such purpose, together with related documents of the type described in clause (b) validabove; provided, subsisting however, in the event that clause (2) of this paragraph is applicable, Denver and perfected Liens on the properties purported its Subsidiaries shall be deemed to be subject Limited Guarantors for purposes of the Loan Documents (and, notwithstanding Section 7.08(a), shall not be required to become a party to the agreements delivered pursuant to this Pledge Agreement) until such time as Denver becomes a Wholly Owned Subsidiary whereupon Denver and its Subsidiaries shall no longer be Limited Guarantors and their Guaranty will no longer be limited by Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 a 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; and (b) if such Subsidiary is a Domestic Subsidiary and a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(e) and (f) and if reasonably requested by the Administrative Agent, resolutions and favorable opinions of counselcounsel 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, form and content and scope reasonably satisfactory to the Administrative Agent; and provided, that, none of the Excluded Domestic Subsidiaries shall be required to become a Guarantor with respect to PRA’s Obligations under the Loan Documents. (c) if such Subsidiary is a Canadian Subsidiary and a Wholly Owned Subsidiary, cause such Subsidiary Person to take whatever action (including i) become a Guarantor with respect to the recording of mortgages, the filing of UCC financing statements, the giving of notices Canadian Borrower Obligations by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Canadian Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Canadian Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) (or in any representative applicable Canadian equivalents) and if reasonably requested by the Canadian Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Administrative Agent designated by it) validdocumentation referred to in clause (i)), subsisting all in form and perfected Liens on the properties purported to be subject content reasonably satisfactory to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsCanadian Administrative Agent.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Domestic Subsidiary Delaware Divided LLC) (other than provided, that, Concourse Detroit ceasing to be an Excluded Subsidiary) after Subsidiary but remaining a Subsidiary shall be deemed to constitute the date hereofacquisition of a Subsidiary for all purposes of this Section 7.12), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with, with respect to each such Subsidiary, the (i) jurisdiction of formation, (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 Company 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) (provided, that, Concourse Detroit ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to constitute the acquisition of a Subsidiary for all purposes of this Section 7.12), if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five Cause each Subsidiary of the Company that owns any fee interest (45or, in the case of a Permitted Leasehold Mortgaged Property, the leasehold interest) days after the acquisition in a Mortgaged Property, or formation of leases or operates a vehicle dealership at any Wholly Owned Mortgaged Property, to be a Subsidiary Guarantor, and cause any such Subsidiary that is not a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofGuarantor, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify to promptly deliver to the Administrative Agent thereof in writing, together with the Agent: (i) jurisdiction of formation, a Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed; (ii) number unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, an opinion or opinions of shares counsel to such Subsidiary dated as of each class the date of Equity Interests outstandingdelivery of such Joinder Agreements (and other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance acceptable to the Administrative Agent; (iii) number the documents described in Sections 4.01(a)(iii), (iv), (vii), (xi), (xiii) and percentage of outstanding shares of each class owned (directly or indirectlyxv) by the Borrower or any Subsidiary and with respect to such 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 evidence satisfactory to the Administrative Agent a Joinder Agreementthat all taxes, become a Pledgor (as defined in the Security Agreement) by executing filing fees, recording fees and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as related transaction costs have been paid; provided that the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request not enter into or accept any joinder of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such a Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 6.14 until the Administrative Agent shall have received written confirmation from each Lender (which may be delivered via electronic mail) that it has completed its applicable diligence under “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and the other Collateral Documents, enforceable against all third parties in accordance with their termsBeneficial Ownership Regulation.

Additional Subsidiaries. Within forty-five Subject to Section 7.12(c) below, within thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded event described in Section 7.12(b)(ii)(A) or (B) below with respect to any Material Subsidiary” (including any Electing Guarantor): , the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 theretoRESERVED; (b) cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 5.1(b), resolutions and favorable opinions of counselcounsel to such joining Guarantor (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and provided that the foregoing requirements of this clause (cb) cause shall apply only if: (i) RESERVED; or (ii) (A) Such Material Subsidiary which is an Unencumbered Property Owner, or any other Subsidiary that directly or indirectly own an Equity Interest in such Subsidiary to take whatever action (including the recording Material Subsidiary, becomes obligated in respect of, any Indebtedness of mortgagesParent, the filing Borrower or any Subsidiary of UCC financing statementsthe 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 respect of, any Indebtedness of Parent, the giving of notices and the endorsement of notices on title documents) may be necessary Borrower or advisable in the opinion any Subsidiary of the Administrative Agent to vest in Parent or Borrower, unless the Administrative Agent (or in any representative terms of such Indebtedness prohibit the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsexecution of such guaranty.

Additional Subsidiaries. (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 their sole discretion)) after the acquisition or formation of any Wholly Owned Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Domestic Delaware Divided LLC) (it being understood that any Excluded Subsidiary (other than ceasing to be an Excluded Subsidiary) after Subsidiary but remaining a Subsidiary shall be deemed to be the date hereof, or the occurrence acquisition of any such a Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantorfor purposes of this Section): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Issuer or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) cause such Subsidiary Person (other than any Excluded Subsidiary) to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent (at the direction of the Required Purchasers) shall deem appropriate reasonably request for such purpose purpose, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counselcounsel 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; and . (cb) cause The Credit Parties may designate any Eligible Foreign Subsidiary as a Guarantor, notwithstanding that such Subsidiary would otherwise constitute an Excluded Subsidiary, by delivery to take whatever action (including the recording of mortgages, the 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 of (i) a duly executed guaranty or such other document(s) as the Administrative Agent (or at the direction of the Required Purchasers) shall deem appropriate for such purpose, (ii) documents of the types referred to in any representative 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 Administrative Agent designated by it) validor the Required Purchasers, subsisting all in form, detail and perfected Liens on the properties purported to be subject scope reasonably satisfactory to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.Administrative Agent and

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than including, without limitation, upon the formation of any Domestic Subsidiary that is a Delaware Divided LLC) or a first-tier Foreign Subsidiary occurs, (B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded SubsidiarySubsidiary and (D) after the date hereof, or the occurrence a designation in accordance with Section 7.17 of any such an Unrestricted Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary), cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder AgreementAgreement or such other document 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(e) and (f) and, if requested by the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph (b)), all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the 2018 Senior Convertible Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Pledgor (as defined in the Security Agreement) Guarantor by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause provided that such Subsidiary shall not be required to take whatever action comply with clause (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsi) may be necessary or advisable in the opinion of (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to vest in the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the 2018 Senior Convertible Notes, then upon delivery to the Administrative Agent (or in any representative of evidence of such releases and so long as no Default then exists, the Administrative Agent designated by it) valid, subsisting and perfected Liens on shall execute such documents as the properties purported Company may reasonably request to be subject to release such Foreign Subsidiary from its Guarantee of the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsObligations.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded or, in the case of clause (b) below, any existing Domestic Subsidiary becoming a Material Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): ): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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; and (b) if such Subsidiary is a Domestic Subsidiary and a Material Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) for such Organization DocumentsSubsidiary and, resolutions and if requested by Administrative Agent, favorable opinions of counselcounsel to such Subsidiary (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; and provided, however, that this clause (cb) cause shall not apply to Subsidiaries that are prohibited by Law from guaranteeing the Obligations or that would experience adverse regulatory consequences as a result of providing such Guarantee (so long as such Subsidiary to take whatever action (including the recording has not provided a Guarantee of mortgages, the 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 any other Indebtedness of the Administrative Agent Borrower or another Guarantor) or to vest special purpose Subsidiaries formed in connection with the Administrative Agent (or in any representative of the Administrative Agent designated Notes Payable Secured by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsNotes Receivable from Asset Sales.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Wholly Owned Domestic Subsidiary that is or any Subsidiary directly owned by a Domestic Subsidiary (in each case, other than an Excluded Inactive Subsidiary) after the date hereof), or the occurrence of any such after an Inactive Subsidiary no longer qualifying as ceases to be an “Excluded Inactive Subsidiary (but remains a Subsidiary” (including any Electing Guarantor): (a) ), notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.12) other than an Inactive Subsidiary, and within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after an Inactive Subsidiary ceases to be an Inactive Subsidiary (but remains a Subsidiary), if such Person is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Subsidiary Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (iiy) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 5.1(f) and (g) hereof and, resolutions and if requested by the Administrative Agent, favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and . (c) Upon the guarantee by any Restricted Subsidiary that is a Domestic Subsidiary of (i) the Senior Notes or (ii) any Indebtedness incurred pursuant to Section 8.03(g) in an aggregate principal amount exceeding the Threshold Amount, concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices x) become a Guarantor by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (or in any representative of y) deliver to the Administrative Agent designated documents of the types referred to Sections 5.1(f) and (g) hereof and, if requested by it) validthe Administrative Agent, subsisting favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and perfected Liens on enforceability of the properties purported documentation referred to be subject in clause (x)), all in form, content and scope satisfactory to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAdministrative Agent.

Additional Subsidiaries. Within forty-five Simultaneously with (45or such longer period as the Administrative Agent may provide at its sole option) days after any Acquisition or the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower any Loan Party 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; and (b) simultaneously with a Permitted Acquisition, or within thirty (30) days (in each case, or such later date as may be approved in writing by the Administrative Agent at its sole option) of any Subsidiary being formed, cause each Subsidiary formed or acquired in connection with such Permitted Acquisition, other than an Excluded Subsidiary or an Excluded Foreign Subsidiary, to (iA) become a Borrower or Guarantor (to be determined by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined absent the prior direction of the Required Lenders in the Security Agreementtheir sole discretion) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purpose (including as required under the Security Agreement), and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 4.01(b), resolutions (c), and (d) and take any actions required under Section 6.14, and, if requested by the Administrative Agent, favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five If Holdings, directly or indirectly, incorporates, creates or acquires any additional Subsidiary, or if any Minority Investment shall become a Subsidiary, then within ten (4510) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofthereafter, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the Holdings shall (i) jurisdiction (A) pledge the capital stock of formation, (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 such additional 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 defined in pursuant to the Security Agreement, if such stock is directly owned by Holdings, or (B) if such stock is owned by executing and delivering a Wholly-Owned Subsidiary, cause such Wholly-Owned Subsidiary to pledge the capital stock of such additional Subsidiary to the Administrative Agent a joinder agreement pursuant to the Security Agreement, and (ii) execute and deliver, or cause such other documents Wholly-Owned Subsidiary to have executed and delivered, to the Administrative Agent stock transfer powers executed in blank with signatures guaranteed as the Administrative Agent shall deem appropriate for request, such purpose and UCC-1 financing statements (iias furnished by the Administrative Agent) upon in each jurisdiction in which such filing is necessary to perfect the written request security interest of the Administrative Agent in its sole discretionthe Collateral with respect to Holdings or such Wholly-Owned Subsidiary, and (iii) deliver to such other items as reasonably requested by the Administrative Agent such Organization Documentsin connection with the foregoing, resolutions including resolutions, incumbency and favorable officers’ certificates, opinions of counsel, all search reports and other certificates and documents; provided, however, that if any such additional Subsidiary is not a U.S. Subsidiary, in form, content no event shall more than 65% of the voting capital stock (and scope reasonably satisfactory to 100% of the Administrative Agent; and (cnon-voting stock) cause of any such Subsidiary to take whatever action (including the recording of mortgages, the 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 required to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsso pledged.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition Business Days any Loan Party or formation any of any Wholly Owned Subsidiary that is their Subsidiaries creates, acquires or otherwise forms a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): Borrowers shall: (a) notify execute and deliver, or cause the Person owning all of the outstanding equity interests of such Subsidiary to execute and deliver, to the Administrative Agent thereof on behalf of the Lenders an agreement, substantially similar to the Pledge and Security Agreements, with such changes as shall be necessary in writingthe circumstances, pursuant to which all of the outstanding equity interests of such Subsidiary shall be pledged to the Administrative Agent on behalf of the Lenders, together with the (i) jurisdiction of formation, (ii) number of shares of any certificates representing all such equity interests so pledged and for 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; such certificate a stock power executed in blank; (b) cause such Subsidiary to (i) become a Guarantor by executing execute and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions on behalf of counsel, all in form, content and scope reasonably satisfactory the Lenders (i) the Supplement to the Administrative AgentGuaranty Agreement; (ii) an agreement substantially similar to the Security Agreement and (iii) a Mortgage as to all real property interests owned or leased by such Subsidiary; (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices execute and the endorsement of notices on title documents) may be necessary or advisable in the opinion of deliver to the Administrative Agent on behalf of the Lenders appropriate Financing Statements, each with such changes as shall be necessary in the circumstances, covering such Collateral of such Subsidiary of the general types and values covered by the Security Documents executed on or prior to vest in the date hereof; (d) deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders all agreements, documents, instruments and other writings described in Section 4.04, with respect to such Subsidiary; (or in any representative of e) cause such Subsidiary to deliver to the Administrative Agent designated by iton behalf of the Lenders a Landlord's Agreement with respect to each leased location located at which any inventory of such Person is stored or maintained; and (f) valid, subsisting and perfected Liens on the properties purported deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. Notwithstanding anything to the contrary set forth in this Section, none of Conn Funding I LP, Conn Funding II LP, Conn Funding LLC, Conn Funding II GP LLC, Conn CC LP, Conn Credit LLC, CCC or CAIAIR shall be treated as a new Subsidiary under this Section (other than for purposes of the pledge of limited partnership interests in and to Conn Funding II LP, and, if any material assets are owned by Conn Funding I LP, limited partnership interests in Conn Funding I LP, pursuant to Section 5.13(a) above) or be required to execute or deliver any documents under this Section so long as the sole property owned by such entities shall be (i) in the case of CCC, a general partnership interest in and to Conn CC LP and limited liability company membership interests in and to Conn Credit LLC, (ii) in the case of Conn Credit LLC, a limited partnership interest in and to Conn CC LP and a limited partnership interest in Conn Funding I LP, (iii) in the case of Conn CC LP, contracts with Conn Funding I LP regarding the servicing of receivables purchased by Conn Funding I LP, (iv) in the case of Conn Funding LLC, a general partnership interest in and to Conn Funding I LP, (v) in the case of Conn Funding II GP LLC, a general partnership interest in and to Conn Funding II LP, (vi) in the case of Conn Funding II, LP, the Trust Estate (as such term is defined in the Conn Funding II Indenture) and (vii) in the case of CAIAIR, a leasehold interest in and to an aircraft subject to a lease as of the agreements delivered pursuant to date hereof. If any of such entities shall own property other than the property described in the preceding sentence, then such entity shall be treated as a new Subsidiary for purposes of this Section 6.12 5.13 and shall be required to execute and deliver the other Collateral Documents, enforceable against all third parties in accordance with their termsdocumentation required by this Section.

Additional Subsidiaries. Within forty-five If at any time: (45a) days after the acquisition or formation of any Wholly Owned Domestic Subsidiary that is not a Guarantor owns assets that exceed five percent (5%) of the consolidated assets of the Borrower and its Subsidiaries as of the end of the immediately preceding fiscal year or generates revenues that exceed five percent (5%) of consolidated revenues for the Borrower and its Subsidiaries for the immediately preceding fiscal year, or (b) all Domestic Subsidiary Subsidiaries that are not Guarantors own assets that, collectively, exceed ten percent (other than an Excluded Subsidiary10%) after of the date hereofconsolidated assets of the Borrower and its Subsidiaries as of the end of the immediately preceding fiscal year or generate revenues that, or collectively, exceed ten percent (10%) of consolidated revenues for the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify Borrower and its Subsidiaries for the Administrative Agent thereof in writing, together with immediately preceding fiscal year; then the Borrower shall promptly (i) jurisdiction of formation, (ii) number of shares of cause 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 Domestic Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, to the extent necessary such that, after giving effect thereto, the thresholds in clauses (a) and (b) are not met by any Domestic Subsidiaries that are not Guarantors, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(b) and (d) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after of the date hereof, Borrower or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Contributing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 the applicable Contributing Guarantor 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; and (b) (unless agreed otherwise in writing by the Administrative Agent) cause such Person which becomes a Subsidiary of the Borrower or any Contributing Guarantor to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(e) and (f) and (iii) deliver to the Administrative Agent documents in compliance with the requirements set out in Section 7.14 and if reasonably requested by the Administrative Agent, resolutions and favorable opinions of counselcounsel 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, form and content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 provided that none of the Administrative Agent Permitted 960766985.12 97 Purchase Obligations SPVs shall be required to vest in become a Guarantor with respect to a Loan Party's Obligations under 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 this Section 6.12 and the other Collateral Loan Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 Parent 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; and (b) cause Within thirty (30) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the acquisition or formation of any Subsidiary to (or such later date as the Administrative Agent may agree in its sole discretion), (i) (A) if such Subsidiary is a Domestic Subsidiary (unless such Domestic Subsidiary is (1) a FSHCO or (2) (x) a direct non-Wholly Owned Subsidiary of PARS ENVIRONMENTAL, Inc., a New Jersey corporation (“PARS”), or (y) with the consent of the Administrative Agent in consultation with the Parent Borrower, any other non-Wholly Owned Subsidiary of Parent Borrower or a Guarantor which was acquired in a Permitted Acquisition; provided that, with respect to this clause (2), (I) the remaining Equity Interests of such Domestic Subsidiary are not held by the Parent Borrower or any Subsidiary of the Parent Borrower, and (II) such Domestic Subsidiary has no material assets or operations other than being party to one or more government contracts), cause such Person to become a U.S. Guarantor of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose or (B) if such Subsidiary is a Canadian Subsidiary, cause such Person to become a Canadian Guarantor of the Canadian Obligations 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) upon the written request of the Administrative Agent in its sole discretion, cause such Person required to become a U.S. Guarantor or a Canadian Guarantor to deliver to the Administrative Agent documents of the types referred to in Section 5.01(e) and, solely with respect to any such Organization DocumentsPerson required to become a U.S. Guarantor, resolutions and Section 5.01(f) and, if reasonably requested by the Administrative Agent, favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)(A) or (i)(B), as applicable), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five (45a) days after Together with the financial information required by Section 8.6(a) delivered in connection with each Fiscal Quarter of each calendar year, the Credit Parties shall notify the Agent, in writing, of the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any was formed during such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writingFiscal Quarter, together with the (i) jurisdiction of formation, (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 any Credit Party 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) Within thirty (30) days of the delivery of the information required under clause (a) above (or such later date as may be agreed in writing by the Agent in its sole discretion): (i) if such Subsidiary is a wholly-owned Domestic Subsidiary (other than a joint venture of a Credit Party that is not a wholly owned Subsidiary of a Credit Party), cause such Subsidiary Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose purpose, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 6.1(b) and favorable (d) and opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (A)), all in form, content and scope satisfactory to the Agent; and (ii) in the case of Subsidiaries that are joint ventures that are not wholly owned by the Credit Parties, provide one or more duly executed pledge agreement amendments and supplements reflecting the pledge of the Equity Interests of such Subsidiary owned by the applicable Credit Party in favor of the Agent, together with certified resolutions and such other agreements and documents as the Agent shall reasonably request in connection therewith, in each case in form and substance reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary Subsidiary: (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock 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; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and 5.01(g) and favorable opinions of counselcounsel 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; provided, however, in the case of any Domestic Subsidiary that is not a Wholly Owned Subsidiary, such Subsidiary shall not have to become a Guarantor if the consent of the minority interest is required and, after reasonable efforts, the Borrower has not obtained such consent. (b) Within sixty (60) days after (i) the acquisition or formation of any First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) or (ii) delivery of any quarterly or annual financial statements pursuant to Section 7.01 demonstrating that any First-Tier Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, in each case, pledge to the Administrative Agent 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (cB) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of such First-Tier Foreign Subsidiary, together with undated stock powers executed in blank (unless the pledge of any such Capital Stock is not perfected by deliveries under the law of the jurisdiction of formation of such Person or is prohibited by law) to secure the Obligations. In the event that foreign laws affecting the pledge of the Capital Stock of any such First-Tier Foreign Subsidiary prohibit the delivery of stock certificates or powers for such First-Tier Foreign Subsidiary, or if a pledge of such Capital Stock is not perfected under applicable law by such deliveries, then applicable Loan Party shall take such other action as is reasonably necessary to take whatever action (including the recording of mortgages, the 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 cause the Administrative Agent to vest have a perfected, first priority security interest 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch Capital Stock.

Additional Subsidiaries. Within forty-five (45) days after At the time of or prior to the formation or acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after of Borrower, Borrower shall cause to be executed and delivered to Agent the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the following: (i) jurisdiction by such new Subsidiary other than a Foreign Subsidiary, a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of formationall 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) 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 (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, 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) 100% of the shares of the outstanding capital stock, of any class, of each U.S. Subsidiary or (2) 66% of the shares of the outstanding voting capital stock and 100% of the shares of the outstanding non-voting capital stock of each Foreign Subsidiary shall be pledged to Agent 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 (iviii) number by the Borrower, such other related documents (including closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bdocuments) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative as Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselmay reasonably request, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgagesprovided, the filing of UCC financing statementshowever, 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 that this Section 6.12 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted pursuant to the terms and the other Collateral Documents, enforceable against all third parties in accordance with their termsconditions of this Agreement.

Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Wholly Owned Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary) or (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a Domestic non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (other than an Excluded Subsidiaryb) after in the date hereof, or the occurrence case of any such Restricted Subsidiary no longer qualifying as of the Company that is not an “Excluded Immaterial Subsidiary” (including any Electing Guarantor): (a) , notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the #95484613v795537764v17 Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (iiB) if the circumstances in clause (A) apply, upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselcounsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and (d) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) if such Restricted Subsidiary is a Wholly Owned Subsidiary, cause such Person to become a Guarantor of the Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent; , and (cC) cause such Subsidiary Person to take whatever action grant Liens in respect of its property and assets in the manner required under Section 7.14. (including e) Notwithstanding the recording of mortgagesforegoing, the filing requirements of UCC financing statements, this Section 7.12 shall not apply with respect to any Subsidiary the giving assets of notices and the endorsement of notices on title documentswhich constitute “Excluded Property” pursuant to clause (g) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative definition 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms“Excluded Property”.

Additional Subsidiaries. Within forty-five (45) days In the event that, after the acquisition or formation of Closing Date, any Wholly Owned Subsidiary that is Person becomes a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as ceases to be an “Excluded Subsidiary” , whether pursuant to formation, acquisition or otherwise, (including any Electing Guarantor): (aI) notify promptly provide written notice thereof to the Administrative Agent thereof in writingand the Lenders, together with the (i) jurisdiction of formation, (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 (ivII) number and effectas promptly as practicable and, if exercisedin any event, of all outstanding optionswithin thirty (30) calendar days after such Person becomes a Subsidiary (other than any Excluded Subsidiary) or ceases to be an Excluded Subsidiary (or by such later date as the Administrative Agent may agree in its sole discretion), warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to to: (ia) become a Guarantor and grant Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, in all of its Property (other than any Excluded Property), by executing and delivering to the Administrative Agent Agent: (i) a Guarantor Joinder Agreement; and (ii) a certificate of the Secretary or Assistant Secretary (or other Responsible Officer of substantially equivalent title and authority) of such Subsidiary, become a Pledgor (as defined in the Security Agreement) by executing form and delivering substance reasonably acceptable to the Administrative Agent Agent, attaching and certifying copies of such Subsidiary’s Organization Documents and resolutions of its board of directors or managers (or equivalent governing body) authorizing the execution and delivery of such Guarantor Joinder Agreement by such Subsidiary and the performance by such Subsidiary of its obligations thereunder and under the Loan Documents to which it thereafter shall be deemed to be a joinder agreement party, and certifying the name, title and true signature of each officer of such Subsidiary executing the Guarantor Joinder Agreement and/or any other Loan Documents to which it is a party; and (b) deliver to the Security AgreementAdministrative Agent: (i) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered Organization Documents of such Subsidiary, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or formation (as the case may be) of such Subsidiary; (ii) such executed IP Notices, Real Estate Documents (executed, if applicable) and such other documents Loan Documents (executed, if applicable) related thereto as the Administrative Agent shall deem appropriate for such purpose reasonably require; and (iiiii) upon the written request of if requested by the Administrative Agent in its sole discretionAgent, deliver to the Administrative Agent (A) executed legal opinions substantially the same in scope and coverage as those delivered on the Closing Date in accordance with Section 3.1(c), (B) such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 statements and/or similar instruments as the Administrative Agent to vest may reasonably require in connection therewith, and, in connection with any such delivery, provide authorization for the Administrative Agent (or its designee) to file or record (as applicable) the same, and (C) all such other customary supplements, documents, certificates and/or instruments, and to take such other actions, as such Subsidiary would have been required to take or deliver, as applicable, in any representative of accordance with Section 3.1 if such Subsidiary had been a Guarantor on the Closing Date, or as the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties may otherwise reasonably request in accordance with their termsconnection therewith.

Additional Subsidiaries. Within forty-(a) At any time that any Loan Party or any newly formed or acquired Subsidiary that is to become a Loan Party pursuant to clause (b) below acquires any personal property not subject to a perfected security interest in and Lien in favor of the Administrative Agent pursuant to the Collateral Documents, within five (455) days Business Days after the acquisition of such personal property by such Person, the Borrower shall furnish to the Administrative Agent, in reasonable detail, a written description of such personal property. (b) Within thirty (30) days of the formation or formation acquisition of a Subsidiary by any Wholly Owned Subsidiary that is a Domestic Subsidiary Loan Party (other than an Excluded a Foreign Subsidiary, which is addressed in clause (c) after below), the date hereofBorrower shall, or the occurrence of and shall cause any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify to, at the Administrative Agent thereof in writingBorrower’s expense, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number duly execute 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 defined in the Security Agreement) by executing and delivering deliver to the Administrative Agent a joinder agreement to the Guaranty, the Security Agreement and the Pledge Agreement, and such all other documents as applicable Collateral Documents specified by and in form and substance satisfactory to the Administrative Agent shall deem appropriate for such purpose and Agent, (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 4.1(h), resolutions Section 4.1(j) and Section 4.1(k), and (iii) deliver to the Administrative Agent any other documents and instruments requested by the Administrative Agent, including favorable opinions of counselcounsel to the Borrower and such Subsidiary (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; . In addition, the Borrower shall, and (c) shall cause any such Subsidiary to to, at the Borrower’s expense, take whatever action (including all such other actions as the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) Administrative Agent may be consider necessary or advisable in desirable to give full effect to the opinion Guaranty and to perfect and preserve the rights and powers of the Administrative Agent and the Lenders under the Collateral Documents. (c) Within thirty (30) days of the formation or acquisition of a Foreign Subsidiary by any Loan Party, the Borrower shall, and shall cause the applicable Loan Party and such Foreign Subsidiary to, at the Borrower’s expense, (i) duly execute and deliver to vest in the Administrative Agent a Pledge Agreement or such other document applicable under applicable law as the Administrative Agent shall deem necessary or desirable for the collateral pledge of and perfection of the Equity Interests of such Foreign Subsidiary, (ii) deliver to the Administrative Agent all certificates representing the Equity Interests pledged to the Administrative Agent and the Lenders pursuant to the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, for certificated Equity Interests, (iii) deliver to the Administrative Agent documents of the types referred to in Section 4.1(d) through and including Section 4.1(g), and any other documents and instruments requested by the Administrative Agent, including favorable opinions of counsel to the Borrower and such Subsidiary (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, (iv) taking such additional actions as the Administrative Agent may consider necessary or in any representative desirable under applicable law to perfect the Lien of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject in such Equity Interests. The Loan Parties will pledge to the agreements delivered pursuant to this Section 6.12 Administrative Agent, for the benefit of the Lenders and the other Collateral DocumentsAdministrative Agent, enforceable against all third parties the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in accordance with their termsany material adverse tax consequence or duty, in which case, the Loan Parties will pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such first-tier Foreign Subsidiary.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) Subject to the waiver by the Administrative Agent of any of the notice requirements below in its sole and absolute discretion, if any Domestic Subsidiary is acquired or formed after the Closing Date, (x) the Borrower will, promptly and not later than ten (10) Business Days thereafter, notify the Administrative Agent thereof in writingand (y) within fifteen (15) days thereafter, together with the Borrower shall cause such Person (i) jurisdiction of formation, (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 to join 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 Guaranty Agreement as a new Subsidiary to (i) become a Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder AgreementSubsidiary Guaranty Supplement (provided, become a Pledgor however, if such Domestic Subsidiary is non-wholly owned, then any Investment in such non-wholly owned Domestic Subsidiary shall continue to be subject to Section 7.5 hereof and no such Guarantee or Liens shall be required), (as defined ii) to grant Liens in the Security Agreement) by executing and delivering to favor of the Administrative Agent a joinder agreement to in all of its personal property by joining the Security Agreement, executing and such other documents delivering a Patent Security Agreement and Trademark Security Agreement (as applicable) with respect to material intellectual property or as requested by the Administrative Agent shall deem appropriate for such purpose Agent, and (ii) upon filing, or at the written 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 sole discretionSubsidiary owning such Person, deliver to pledge all of the Capital Stock of such Person owned by the Borrower or such Subsidiary to the Administrative Agent such Organization Documentsas security for the Obligations by executing and delivering a supplement to the Pledge Agreement or a new pledge agreement reasonably consistent with the Pledge Agreement, resolutions each in form and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent, and to deliver the original certificates, if any, evidencing such Capital Stock to the Administrative Agent, together with appropriate stock powers executed in blank; and (c) cause provided, however, that if such Domestic Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices is non-wholly owned and the endorsement of notices on title documents) may be necessary or advisable Loan Party which owns Capital Stock in the opinion such Person is contractually prohibited from pledging such Capital Stock in favor of the Administrative Agent to vest as required hereunder, then any Investment in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported 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 agreements delivery of any Security Documents required to be executed and delivered by this Section 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 6.12 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 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 Foreign Subsidiary to the extent that the assets of such Foreign Subsidiary is less 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. (b) If, at any time, the consolidated revenue and assets of the Loan Parties (excluding all intercompany Investments, intercompany receivables and other Collateral Documentsintercompany assets in Subsidiaries that are not Loan Parties) are less than the Aggregate Subsidiary Threshold, enforceable against then the Borrower shall cause one or more other non-wholly owned or Foreign Subsidiaries to become additional Subsidiary Loan Parties, as provided for in this Section 5.17, so that after including the revenue and assets of such additional Subsidiary Loan Parties, the consolidated revenue and assets of the Loan Parties (excluding all third parties intercompany Investments, intercompany receivables and other intercompany assets in accordance with their termsSubsidiaries that are not Loan Parties) would equal or exceed the Aggregate Subsidiary Threshold; provided, further, that (i) any Subsidiary that owns capital stock of a Subsidiary Loan Party and (ii) any wholly owned Domestic Subsidiary, shall be required to become a Subsidiary Loan Party. Supplements to the Subsidiary Guaranty Agreement, Security Agreement and Pledge Agreement shall be executed and delivered to the Administrative Agent within thirty (30) days after the date that any Subsidiary is required to become a Subsidiary Loan Party pursuant to the foregoing sentence, and (ii) all other requirements of Section 5.17(a) shall be executed and delivered to the Administrative Agent within sixty (60) days after the date that any Subsidiary is required to become a Subsidiary Loan Party pursuant to the foregoing sentence.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary Subsidiary: (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (ivD) 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) if such Subsidiary is a Domestic Subsidiary, cause such Person to (A) 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 (B) deliver to the Collateral Agent or the Control Agent, as applicable, 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 and the Collateral Agent (it being understood and agreed that the corporate opinions with respect to such Person may be provided by in-house counsel of such Person). (b) If at any time any Subsidiary that is not required to be a Guarantor hereunder provides a guarantee of the Borrower’s obligations under the Second Lien Term Loan Agreement, then promptly (and in any event within thirty (30) days thereof), cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Collateral Agent such Organization Documentsor the Control Agent, resolutions as applicable, documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices Agent 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAgent.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of The Borrowers shall not create any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded SubsidiarySubsidiaries existing on the Closing Date and disclosed in Section 9.19 hereto) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): unless (a) one hundred percent (100%) of the Capital Stock of such Subsidiary is owned by the Borrowers, (b) prior to the formation of such Subsidiary, the Borrowers shall notify the Administrative Agent thereof in writingand the Lenders thereof, together and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) jurisdiction of formation, (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 defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request guaranty all of the Administrative Agent Obligations hereunder pursuant to a guaranty in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions form and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and , which such guaranty shall be a Security Document hereunder, (cii) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) all steps as may be necessary or advisable in the opinion of the Administrative Agent to vest grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in any representative each case, in form and substance satisfactory to the Administrative Agent, as to each such guaranty and grant of security interest, where applicable, and (iv) provide the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsan updated Schedule 9. 19 hereto.

Additional Subsidiaries. Within forty-five (45) days after Give the acquisition Administrative Agent prompt written notice of the creation, establishment or formation acquisition, in any manner, of any Wholly Owned Subsidiary of the Company not existing on the Closing Date or of the fact that a Subsidiary has ceased to be an Excluded Subsidiary. Subject to the last sentence of this Section 6.12, the Company or a Domestic Subsidiary, as appropriate, (a) shall execute a Pledge Agreement, in the form of Exhibit H-1 or H-2 hereto (or such other agreement as shall be required by the Administrative Agent), as applicable, with respect to not more than 65% of each class of the capital stock or other equity interest of each First-Tier Subsidiary of such Person which is or becomes a Non-Domestic Subsidiary and which is not an Excluded Subsidiary, and (b) shall cause each Subsidiary of such Person which is a Domestic Subsidiary (other than and which is not an Excluded Subsidiary) after Subsidiary to execute a Guaranty, in the date hereofform of Exhibit C hereto, or in the occurrence case of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): both (a) notify and (b), within fifteen (15) Business Days after the Administrative Agent thereof in writingcreation, together with establishment or acquisition of such Subsidiary or of the (i) jurisdiction of formation, (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 date such Subsidiary ceases to be an Excluded Subsidiary and (iv) number in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers, opinions of counsel 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 defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other 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 shall deem appropriate for such purpose may request, each in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and (c) cause such Subsidiary . In no event shall the Company be required to take whatever action (including the recording of mortgages, the 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 pledge any of the Administrative Agent to vest in the Administrative Agent (or in any representative assets of a Subsidiary of the Administrative Agent designated by itCompany that is a controlled foreign corporation, as defined in Section 957(a) validof the Code, subsisting and perfected Liens on the properties purported to be subject including, but not limited to the agreements delivered pursuant to this Section 6.12 and stock of any Subsidiary of the other Collateral Documents, enforceable against all third parties in accordance with their termsCompany held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any Domestic Subsidiary (any such Subsidiary, a "New Subsidiary") of the Borrower or any Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the acquisition or formation creation of any Wholly Owned first tier Foreign Subsidiary that is a Domestic of the Borrower or any Restricted Subsidiary (other than an Excluded Subsidiary) after the date hereofincluding in connection with a Permitted Acquisition), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify cause to be executed and delivered to the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationAgent, (iiA) number of shares of each class of Equity Interests outstanding, (iii) number a supplement to the applicable Security Documents previously executed and percentage of outstanding shares of each class owned (directly or indirectly) delivery by the Borrower or any Subsidiary such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (65%) of the capital stock or other ownership interests of such Foreign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (ivC) 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 favorable legal opinions addressed to the Administrative Agent a Joinder Agreementand Lenders in form and substance reasonably satisfactory thereto with respect to such supplement, become a Pledgor (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary in such Foreign Subsidiary, and (E) any other documents and certificates as defined in may be reasonably requested by the Security AgreementAdministrative Agent or the Required Lenders (through the Administrative Agent). (c) by executing The Borrower may, at any time and delivering upon written notice to the Administrative Agent Agent, redesignate an Unrestricted Subsidiary as a joinder agreement to Restricted Subsidiary. Further, promptly after the Security Agreement, and such other documents as date on which the Borrower or the Administrative Agent shall deem appropriate determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such purpose and date or (B) are or become the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary, or (ii) upon all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the written request Consolidated assets of the Administrative Agent Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in its sole discretionthe case of clause (i), deliver such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the case of clause (ii), the Borrower shall promptly identify in writing to the Administrative Agent such Organization DocumentsUnrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, resolutions calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default has occurred and favorable opinions of counselis continuing, all in formthe Borrower shall be permitted, content and scope reasonably satisfactory on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (cII) cause Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such Subsidiary date and (B) are not the obligors on any Debt (notwithstanding the definition thereof, determined by reference to take whatever action such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the recording Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of mortgages(A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the filing of UCC financing statementsfour consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, the giving of notices and the endorsement of notices on title documentsas applicable) may be necessary or advisable in the opinion of shall have an effective date mutually acceptable to the Administrative Agent to vest and Borrower, but in no event earlier than fifteen (15) Business Days following receipt by 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch written notice.

Additional Subsidiaries. Within forty-five (455) days Business Days ----------------------- after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 creates, acquires or otherwise forms a Subsidiary, Borrower shall: (a) execute and (iv) number deliver, or cause the Person owning all of the outstanding equity interests in such Subsidiary to execute and effectdeliver, to Administrative Agent on behalf of the Lenders, a Pledge Agreement, pursuant to which all of the outstanding equity interests in such Subsidiary shall be pledged to Administrative Agent on behalf of the Lenders, together with any certificates representing all equity interests so pledged, if exercisedany, and for each such certificate representing shares of all outstanding optionsstock, warrants, rights of conversion or purchase and all other similar rights with respect thereto; a stock power executed in blank; (b) cause such Subsidiary to execute and deliver to Administrative Agent on behalf of the Lenders (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and guaranty (ii) upon the written request of the Administrative Agent in its sole discretion, deliver an agreement substantially similar to the Administrative Agent security agreements executed and delivered on the Closing Date and (iii) a Mortgage as to all real property interests containing any proved reserves owned or leased by such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and Subsidiary; (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices execute and the endorsement of notices deliver to Administrative Agent on title documents) may be necessary or advisable in the opinion behalf of the Lenders appropriate financing statements covering the Collateral of such Subsidiary; (d) deliver or cause to be delivered to Administrative Agent on behalf of the Lenders all agreements, documents, instruments and other writings described in Section 4.1(c)(i), (d) and (k), with respect to vest in the such Subsidiary; and (e) deliver or cause to be delivered to Administrative Agent (or in any representative on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsor any Lender through Administrative Agent may reasonably request.

Additional Subsidiaries. Within forty-five (45) On and after the Closing Date, within thirty days after the date of the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after or the date hereof, or the occurrence of any such Subsidiary no longer qualifying as ceases to be an “Excluded Inactive Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope customary for transactions similar to this transaction and otherwise consistent with the deliveries made on the Closing Date, and reasonably satisfactory to the Administrative Agent; and (c) cause such provided, that the foregoing requirements shall not apply to any Subsidiary which is prohibited or restricted from guaranteeing the Obligations pursuant to take whatever action (including the recording provisions of mortgagesany material Contractual Obligation to which the Borrower or its Subsidiaries is party or subject existing as of the date of this Agreement, entered into after the filing date of UCC financing statementsthis Agreement as permitted by Section 8.03 hereof or assumed after the date hereof, or pursuant to any other Contractual Obligation so long as the giving restriction or prohibition is a customary provision in leases, subleases, licenses, contracts for management or development of notices and the endorsement of notices on title documents) may be necessary property or advisable any other contract entered into in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated ordinary course by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch Subsidiary.

Additional Subsidiaries. Within forty-five (45) Parent shall not, directly or ----------------------- indirectly, organize, create, acquire or permit to exist any direct or indirect Subsidiary other than those listed on Schedule 6.3, unless: within ------------ 10 days after such formation or acquisition, the acquisition Parent or formation any applicable Borrower, as the case may be, shall: (a) (A) pledge the Capital Stock of any Wholly Owned such additional Subsidiary that to the Agent pursuant to a Pledge Agreement, if such Capital Stock is directly owned by the Parent or a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofBorrower, or (B) if such Capital Stock is owned by another Loan Party, cause such other Loan Party to pledge the occurrence Capital Stock of such additional Subsidiary to the Agent pursuant to a Pledge Agreement; (b) execute and deliver, or cause such other Loan Party to have executed and delivered, to the Agent stock transfer powers executed in blank with signatures guaranteed as the Agent shall request, such UCC-1 financing statements (as furnished by the Agent) in any jurisdiction in which such filing is necessary to perfect the Agent's Liens in such Capital Stock; (c) deliver such other items as are reasonably requested by the Agent in connection with the foregoing, including resolutions, incumbency and officers' certificates, opinions of counsel, search reports and other certificates and documents; provided, however, that if any such -------- ------- additional Subsidiary is not a domestic Subsidiary, in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged; (d) if such additional Subsidiary is a domestic Subsidiary, cause such domestic Subsidiary to furnish each of the following to the Agent, in sufficient quantities for each Lender: (i) a duly executed notice and assumption agreement in form and substance acceptable to Agent (an "Additional Guarantor Assumption Agreement"); (ii) (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the date of such Additional Guarantor Assumption Agreement (the "Additional Guarantor Accession Date") by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Agent and the Lenders, in form and substance acceptable to Agent; and (iii) (A) such amendments to the schedules to any Security Agreement as shall be required in connection with the accession of such Subsidiary thereto; and (B) executed UCC-1 financing statements furnished by the Agent in any jurisdiction in which such filing is necessary to perfect the Agent's Liens in the personal property assets of such Subsidiary and in which the Agent or the Majority Lenders shall request that such filing be made; and (e) have executed and delivered to the Agent (in sufficient quantities for each Lender) such other items as reasonably requested by the Agent in connection with the foregoing, including officers' certificates, search reports and other certificates and documents. Notwithstanding the compliance of Parent, each Borrower, and such additional Subsidiary with the terms of this Section 7.20, no longer qualifying additional Subsidiary ------------ will be considered for inclusion as an “Excluded Subsidiary” (including a Borrower hereunder, nor will any Electing Guarantor): of its Accounts, Inventory, or other assets be considered for inclusion in the Borrowing Base until (a) notify the Administrative such assets have been appraised and/or audited, as applicable, with results satisfactory to Agent thereof in writingand Lenders, together with the (i) jurisdiction of formation, (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 Agent and Lenders have otherwise approved such Subsidiary to (i) become as a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsBorrower.

Additional Subsidiaries. Within forty-five Holdings will cause any Person that becomes a Subsidiary of Holdings (45) days after the whether by creation, acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofotherwise), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): to (a) notify promptly (and, in any event, no later than five (5) Business Days after such Person becomes a Subsidiary) execute and deliver to the Administrative Agent thereof Lenders a Joinder to Guarantee, in writingthe form of Exhibit VI annexed hereto, together and otherwise in form and substance satisfactory to the Lenders pursuant to which such Subsidiary shall become a Guarantor of the Loans and this Agreement in accordance with Section 9 with the (i) jurisdiction of formationsame effect and to the same extent as if such Person had been named herein as a Guarantor, (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 promptly (and, in any event, no later than five (5) Business Days after such Subsidiary to (iPerson becomes a Subsidiary) become a Guarantor “Grantor” under the Pledge and Security Agreement by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in Lenders and the Security Agreement) by executing and delivering to the Administrative Collateral Agent a joinder agreement to the Security Agreementthereto, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably respects satisfactory to the Administrative Agent; 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 Subsidiary documents, instruments, agreements, opinions and certificates as the Lenders shall require (including, without limitation, documents, instruments, agreements and certificates comparable to take whatever action those described in Sections 3.1(a)(i), (including ii), (iii), (iv), (x), (xi) and (xii). In the recording event that any Loan Party acquires Capital Stock of mortgagesany Person after the Closing Date, such Loan Party will promptly (and, in any event, no later than five (5) Business Days after such acquisition) notify the filing of UCC financing statements, the giving of notices Collateral Agent and the endorsement Lenders of notices on title documentsthat fact and execute and deliver to the Collateral Agent a counterpart of the Pledge and Security Agreement, in all respects satisfactory to the Lenders, and take all such further actions and execute all such further documents and instruments (including, without limitation, actions, documents and instruments comparable to those described in Section 3.1(a)(x)) as may be necessary or advisable or, in the opinion of the Administrative Agent Lenders, desirable to vest create in the Administrative Agent (or in any representative favor of the Administrative Agent designated by it) validCollateral Agent, subsisting for the benefit of the Lenders, a valid and perfected Liens first priority Lien on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms100% of such Capital Stock.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify With respect to any Subsidiary of the Borrower created or acquired after the Closing Date by the Borrower, promptly (i) execute and deliver, or cause to be executed and delivered, to the Administrative Agent thereof a pledge agreement or supplement to a Stock Pledge Agreement, in writingform, together with scope and substance satisfactory to the (i) jurisdiction Administrative Agent, granting to the Administrative Agent, for the benefit of formationthe Lenders, a perfected first priority security interest in the Capital Stock of such Subsidiary, (ii) number of shares of each class of Equity Interests outstandingdeliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, executed in blank, (iii) number execute and percentage deliver, or cause to be executed and delivered, to the Administrative Agent a pledge agreement or supplement to the Subsidiaries Note Pledge Agreement, in form, scope and substance satisfactory to the Administrative Agent, granting to the Administrative Agent, for the benefit of outstanding shares of each class owned (directly or indirectly) the Lenders, a perfected first priority security interest in the notes held by the Borrower or any Subsidiary and such Subsidiary, (iv) number and effectdeliver to the Administrative Agent the certificates representing such notes, if exercisedendorsed in blank, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bv) cause such Subsidiary to execute and deliver a guarantee or a supplement to the Subsidiaries Guarantee (i) become a Guarantor by executing which guarantee shall be senior to all other Indebtedness of such guarantor), in form and delivering substance satisfactory to the Administrative Agent Agent, in respect to all obligations of the Borrower hereunder and under the other Loan Documents, (vi) cause such Subsidiary to execute and deliver a Joinder security agreement or supplement to the Subsidiaries Security Agreement, become a Pledgor (as defined in the Security Agreement) by executing form and delivering substance satisfactory to the Administrative Agent a joinder agreement to Agent, securing such Subsidiary's obligations under such guarantee and covering the types of assets covered by the Subsidiaries Security Agreement, (vii) to the extent required by Section 5.10(a), cause such Subsidiary to execute and deliver one or more Mortgages, in form and substance satisfactory to the Administrative Agent, securing such Subsidiary's obligations under such guarantee, and any other documents as required under such subsection, (viii) execute and deliver such amendments to this Agreement requested by the Administrative Agent shall deem appropriate for to reflect the existence of such purpose Subsidiary, including, without limitation, amendments to Sections 3, 5, 6 and 7 to include such Subsidiary in the covenants, representations and warranties and agreements contained therein and (iiix) upon the written request of if requested by the Administrative Agent in its sole discretionAgent, deliver to the Administrative Agent such Organization Documentslegal opinions relating to the matters described in the preceding clauses (i), resolutions (ii), (iii), (iv), (v) and favorable (vi) which opinions of shall be in form and substance, and from counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; . (b) The Borrower agrees to deliver to the Administrative Agent, no later than 15 days after the date hereof, all of the instruments set forth in subsection (a) above with respect to ▇▇▇▇ ▇▇▇▇▇▇ Technologies, Inc., and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 other agreements as 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsdeems reasonably necessary.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (Subsidiary, the Borrower and the other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary other Credit Party 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; and (bi) cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.1(b) and (d) and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no such Subsidiary shall be required to become a Guarantor hereunder if such Subsidiary (I) is an Excluded Subsidiary or a Foreign Subsidiary, or (II) is expressly prohibited in writing from guaranteeing Indebtedness of any other Person pursuant to (x) a provision in any document, instrument or agreement evidencing Indebtedness or other material agreement of such Subsidiary, (y) a provision of such Subsidiary’s Organizational Documents to the extent required by another holder of the Capital Stock of such Subsidiary in connection with the formation thereof or (z) a provision of such Subsidiary’s Organizational Documents, which provision was included in such Organizational Document or such other document, instrument or agreement as an express condition to the extension of Indebtedness to such Subsidiary by any of a third party creditor providing the subject financing, any other third-party guarantor thereof or any rating agency in respect thereof, or was included in such Organizational Documents in contemplation of such Subsidiary’s entering into any such Indebtedness or other material agreement; provided, that if (A) any Subsidiary qualifying as an Excluded Subsidiary as of the date of its acquisition or formation ceases to qualify as an Excluded Subsidiary, or (B) the applicable prohibition against guaranteeing Indebtedness of any other Person shall no longer be in effect with respect to a Subsidiary that is or was not required to become a Guarantor under clause (II) above, the Credit Parties shall promptly notify the Administrative Agent that such Subsidiary no longer qualifies as an Excluded Subsidiary or that such prohibition is no longer in effect with respect to such Subsidiary (as applicable), and the Credit Parties shall, within thirty (c30) days after the date that such Subsidiary ceases to so qualify or such prohibition is no longer in effect with respect to such Subsidiary (or such later date, in each case, with the written consent of the Administrative Agent), cause such Subsidiary to take whatever action become a Guarantor in accordance with the provisions of clause (including b) of this Section 7.14 (unless, in the recording case of mortgagesa Subsidiary previously subject to a prohibition against guaranteeing Indebtedness, such Subsidiary otherwise qualifies as an Excluded Subsidiary thereafter). Without limiting the foregoing, as a condition to the inclusion of any Real Estate Asset owned by such Subsidiary in the Borrowing Base (if such Subsidiary is not already a Guarantor or is an Excluded Subsidiary or is not otherwise required to become a Guarantor pursuant hereto), the 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 this Section 6.12 Borrower and the other Collateral Documents, enforceable against all third parties Credit Parties shall cause such Subsidiary to become a Guarantor and deliver such documents as are required in connection therewith in accordance with their termsthe foregoing clause (b), in each case on or before the earlier of (A) the date on which such Real Estate Asset owned by such Subsidiary is included in any calculation (pro forma or otherwise) of the Borrowing Base and (B) the deadline for the delivery of the next Borrowing Base Certificate.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than including, without limitation, upon the formation of any Domestic Subsidiary that is a Delaware Divided LLC) or a first-tier Foreign Subsidiary occurs, (B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded Subsidiary, and (D) after the date hereof, or the occurrence a designation in accordance with Section 7.17 of any such an Unrestricted Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary), cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder AgreementAgreement or such other document 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(e) and (f) and, if requested by the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this clause (b)), all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the 2018 Senior Convertible Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Pledgor (as defined in the Security Agreement) Guarantor by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause provided that such Subsidiary shall not be required to take whatever action comply with clause (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsi) may be necessary or advisable in the opinion of (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to vest in the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the 2018 Senior Convertible Notes, then upon delivery to the Administrative Agent (or in any representative of evidence of such releases and so long as no Default then exists, the Administrative Agent designated by it) valid, subsisting and perfected Liens on shall execute such documents as the properties purported Company may reasonably request to be subject to release such Foreign Subsidiary from its Guarantee of the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsObligations.

Additional Subsidiaries. (a) Within forty-five (45) 45 days after the acquisition or formation end of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofeach Fiscal Quarter, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writingwriting of each Subsidiary formed or acquired in such Fiscal Quarter, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower any Loan Party 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, with respect to each such Subsidiary; and (b) Within forty-five (45) days (in each case, or such later date as may be agreed by the Collateral Agent at its sole option) after the end of each Fiscal Quarter, cause each Subsidiary (other than an Excluded Subsidiary) that was acquired, formed or ceased to be an Excluded Subsidiary (including any Subsidiary that ceased to be an Immaterial Subsidiary as of the end of CHAR1\1982293v2 the most recently completed Fiscal Quarter) during such Subsidiary Fiscal Quarter to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purpose (including as required under the Pledge and Security Agreement) together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral Documents, in each case, to the extent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.1(b), resolutions (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counselcounsel 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; and (c) cause provided that if such Subsidiary is a Special Purpose Subsidiary, such Subsidiary shall not be required to take whatever action (including the recording of mortgages, the 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 become a Guarantor pursuant to this Section 6.12 and 7.12(b) at any time the other Collateral Documents, enforceable against all third parties related Permitted Securitization Transaction is in accordance with their termseffect.

Additional Subsidiaries. Within forty-five Subject to subsection 7.12 (45c) below, within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded event described in subsections 7.12(b)(ii)(A) or (B) below with respect to any Material Subsidiary” (including any Electing Guarantor): , the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 theretoRESERVED; (b) cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 5.1(b), resolutions and favorable opinions of counselcounsel to such joining Guarantor (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and provided that the foregoing requirements of this clause (b) shall apply only if: (i) RESERVED; or (ii) (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 Subsidiary of the 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 respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower, unless the terms of such 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 an Excluded Subsidiary or a (d) Without limiting the foregoing, but subject to subsection 7.12 (b), as a condition to the inclusion of any Real Estate Asset owned by such Subsidiary in the Borrowing Base (if such Subsidiary is not already a Guarantor or is an Excluded Subsidiary or is not otherwise required to become a Guarantor pursuant hereto), the Borrower and the other Credit Parties shall cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices become a Guarantor and the endorsement of notices on title documents) may be necessary or advisable deliver such documents as are required 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties connection therewith in accordance with their termsthe foregoing clause (b), in each case on or before the earlier of (A) the date on which such Real Estate Asset owned by such Subsidiary is included in any calculation (pro forma or otherwise) of the Borrowing Base and (B) the deadline for the delivery of the next Borrowing Base Certificate.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Domestic Delaware Divided LLC) (it being understood that any Excluded Subsidiary (other than ceasing to be an Excluded Subsidiary) after Subsidiary but remaining a Subsidiary shall be deemed to be the date hereof, or the occurrence acquisition of any such a Subsidiary no longer qualifying as an “Excluded Subsidiary” for purposes of this Section): (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Super Holdings or any Subsidiary and (ivD) 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 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 shall reasonably request for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(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; and (b) on the First Tranche Notes Issuance Date, cause such each Subsidiary (other than any Excluded Subsidiary) that was formed or acquired after the Effective Date but prior to the First Tranche Notes Issuance Date to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate reasonably request for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.02(f) and (g) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five fifteen (4515) days Business Days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than including, without limitation, upon the formation of any Domestic Subsidiary that is a Delaware Divided LLC) or a first-tier Foreign Subsidiary occurs, (B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded SubsidiarySubsidiary and (D) after the date hereof, or the occurrence a designation in accordance with Section 7.17 of any such an Unrestricted Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary), cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder AgreementAgreement or such other document 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(e) and (f) and, if requested by the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph (b)), all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the 2018 Senior Convertible Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Pledgor (as defined in the Security Agreement) Guarantor by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause provided that such Subsidiary shall not be required to take whatever action comply with clause (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsi) may be necessary or advisable in the opinion of (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to vest in the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the 2018 Senior Convertible Notes, then upon delivery to the Administrative Agent (or in any representative of evidence of such releases and so long as no Default then exists, the Administrative Agent designated by it) valid, subsisting and perfected Liens on shall execute such documents as the properties purported Company may reasonably request to be subject to release such Foreign Subsidiary from its Guarantee of the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsObligations.

Additional Subsidiaries. Within (a) Promptly, and in any event, not later than forty-five (45) days days, after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the any Borrower or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) a statement as to whether such Subsidiary is a Material Subsidiary; and (b) cause such Subsidiary to Promptly, and in any event, not later than forty-five (45) days, (i) after the acquisition or formation of any Domestic Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary) or (ii) the date on which any Domestic Subsidiary becomes a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose purpose, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(g) and (h) and favorable opinions of counselcounsel 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; and . (c) Promptly, and in any event, not later than forty-five (45) days, (i) after the acquisition or formation of any Foreign Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary) or (b) the date on which any Foreign Subsidiary becomes a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Sections 5.01(g) and (h) 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. (d) If at any time any Domestic Subsidiary that is not a Domestic Guarantor provides a guarantee of (i) any Person’s obligations with respect to any Subordinated Indebtedness or (ii) any Indebtedness permitted pursuant to Section 8.03(i), then promptly (and in any event within five (5) days), cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices A) become a Domestic Guarantor by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (or in any representative of B) deliver to the Administrative Agent designated such security documents as the Administrative Agent shall reasonably request (consistent with those provided by it) valid, subsisting and perfected Liens Domestic Subsidiaries on the properties purported Closing Date) and such documents of the types referred to be subject in Section 5.01(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 agreements delivered Administrative Agent. (e) If at any time any Foreign Subsidiary that is not a Foreign Guarantor provides a guarantee of (i) any Person’s obligations with respect to any Subordinated Indebtedness or (ii) any Indebtedness permitted pursuant to this Section 6.12 8.03(i), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other Collateral Documentsdocuments as the Administrative Agent shall reasonably deem appropriate for such purpose, enforceable against and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(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 third parties in accordance with their termsform, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five Cause each Subsidiary of the Company that owns any fee interest (45or, in the case of a Permitted Leasehold Mortgaged Property, the leasehold interest) days after the acquisition in a Mortgaged Property, or formation of leases or operates a vehicle dealership at any Wholly Owned Mortgaged Property, to be a Subsidiary Guarantor, and cause any such Subsidiary that is not a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofGuarantor, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify to promptly deliver to the Administrative Agent thereof in writing, together with the Agent: (i) jurisdiction of formation, a Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed; (ii) number unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, an opinion or opinions of shares counsel to such Subsidiary dated as of each class the date of Equity Interests outstandingdelivery of such Joinder Agreements (and other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance acceptable to the Administrative Agent; (iii) number the documents described in Sections 2(a)(i)(C), 2(a)(i)(D), 2(a)(i)(E), 2(a)(i)(G), 2(a)(i)(F), 2(a)(i)(K) and percentage 2(a)(i)(M) of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and Amendment No. 4 with respect to such 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 evidence satisfactory to the Administrative Agent a Joinder Agreementthat all taxes, become a Pledgor (as defined in the Security Agreement) by executing filing fees, recording fees and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as related transaction costs have been paid; provided that the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request not enter into or accept any joinder of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such a Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 6.14 until the Administrative Agent shall have received written confirmation from each Lender (which may be delivered via electronic mail) that it has completed its applicable diligence under “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and the other Collateral Documents, enforceable against all third parties in accordance with their termsBeneficial Ownership Regulation.

Additional Subsidiaries. Within forty-five As soon as practicable but in any event within thirty (4530) days after following the acquisition or formation creation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 be delivered to the Administrative Agent each of the following: (a) a Joinder Agreement duly executed by such Subsidiary with all schedules and information thereto appropriately completed; (b) a Joinder Agreement (or an amendment to a Joinder Agreement or a supplement to the Pledge Agreement or Escrow and Security Agreement, become a Pledgor as applicable) by the direct owner of the Equity Interests in such Subsidiary, which Joinder Agreement (as defined in or amendment or supplement) effects the pledge of the Equity Interests of such Subsidiary pursuant to the Pledge Agreement or the escrow of the Equity Interests of such Subsidiary pursuant to the Escrow and Security Agreement, as the case may be; (c) by executing UCC financing statements naming such Subsidiary as “Debtor” and delivering to naming the Administrative Agent a joinder agreement to for the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request benefit of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all Secured Parties as “Secured Party,” in form, content substance and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable number sufficient in the reasonable opinion of the Administrative Agent to vest be filed in all UCC filing offices in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Liens on the Collateral conferred under such Joinder Agreement and other Security Instruments to the extent such Lien may be perfected by UCC filings; (d) if requested by the Administrative Agent (in its sole discretion), an opinion or opinions of counsel to such Subsidiary dated as of the date of delivery of such Joinder Agreements (and other Loan Documents) provided for in any representative of this Section 6.14 and addressed to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent; (e) the documents described in Sections 4.01(a)(iii), (iv), (vi), (xii), (xiii), and (xiv) with respect to such Subsidiary; (f) evidence reasonably satisfactory to the Administrative Agent designated by itthat all taxes, filing fees, recording fees and other related transaction costs have been paid; and (g) validif such Subsidiary is a party to any Motor Vehicle floorplan Indebtedness, subsisting and perfected Liens on the properties purported to be subject evidence that (i) such Subsidiary’s floorplan lender or lenders have become parties to the agreements delivered pursuant Intercreditor Agreement and (ii) such lender’s or lenders’ respective schedule or schedules to this Section 6.12 the Intercreditor Agreement show the applicable Franchises owned and the other Collateral Documents, enforceable against all third parties in accordance with their termsoperated by such Subsidiary.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after or such later date as the date hereofAdministrative Agent may agree in its sole discretion), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationorganization (or foreign equivalent), (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 any Loan Party or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) identification as to whether such Subsidiary is an Excluded Subsidiary; and (b) Within sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion) after (i) the acquisition or formation of any Subsidiary (other than any Excluded Subsidiary) or (ii) the date on which any Subsidiary that was formerly an Excluded Subsidiary ceases to be an Excluded Subsidiary, in each case, cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (g) 95 CHAR1\1707916v5 (c) on the Funding Date, cause each Subsidiary (other than any Excluded Subsidiary) that was formed or acquired after the Effective Date but prior to the Funding Date to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate reasonably request for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.02(f) and (g) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.9(a), each Loan Party agrees that, promptly after the creation or acquisition by such Loan Party of any Subsidiary including, without limitation, any Subsidiary formed by division under the Delaware Code or otherwise (45) and in any event within 30 days after the acquisition such creation or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofacquisition, or the occurrence of any as such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify time period may be extended by the Administrative Agent thereof in writingits sole discretion), together with the (i) jurisdiction of formation, (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) to cause such created or acquired Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreementduly executed joinder in accordance with Section 12.11, become (ii) grant a Pledgor (as defined security interest in the Security Agreement) all of such Subsidiary’s assets by executing and delivering to the Administrative Agent a joinder agreement duly executed supplement to the Security Agreement, and each applicable Loan Document or such other documents document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Loan Document, (iiiii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsopinions, resolutions documents and favorable opinions certificates as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of counselsuch Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages. In connection therewith, the 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 Loan Parties shall give notice to the Administrative Agent not less than 10 days (or such shorter period of time as agreed to vest in by the Administrative Agent (in its reasonable discretion) prior to creating or in acquiring 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsSubsidiary.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary Subsidiary: (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests Capital Stock outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(n) and (o) and favorable opinions of counselcounsel 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; and . (cb) cause Within sixty (60) days after the acquisition or formation of any Foreign Subsidiary, pledge to the Administrative Agent the Capital Stock of such Foreign Subsidiary required to take whatever action be pledged to the Administrative Agent pursuant to Section 7.14, together with undated stock powers executed in blank (including unless the recording pledge of mortgagesany such Capital Stock is not perfected by deliveries under the law of the jurisdiction of formation of such Person or is prohibited by law). In the event that foreign laws affecting the pledge of the Capital Stock of a Foreign Subsidiary prohibit the delivery of stock certificates or powers for such Foreign Subsidiary, or if a pledge of such Capital Stock is not perfected under applicable law by such deliveries, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be applicable Loan Party shall take such other action as necessary or advisable in the opinion of to cause the Administrative Agent to vest have a perfected, first priority security interest 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch Capital Stock.

Additional Subsidiaries. Within fortyGive the Administrative Agent prompt written notice of the creation, establishment or acquisition, in any manner, of any Subsidiary of the Company not existing on the Closing Date or of the fact that a 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, in the form of Exhibit I-1 or I-2 hereto (or such other agreement as shall be required by the Administrative Agent), as applicable, with respect to not more than 65% of each class of the capital stock or other equity interest of each First-five Tier Subsidiary of such Person which is or becomes a Non-Domestic Subsidiary and which is not an Excluded Subsidiary, and (45b) 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 form of Exhibit E hereto, in the case of both (a) and (b), within ten (10) days after the creation, establishment or acquisition of such Subsidiary or formation of any Wholly Owned the date such Subsidiary that is a Domestic Subsidiary (other than ceases to be an Excluded Subsidiary) after Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the date hereofClosing Date, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose may request, each in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and (c) cause such Subsidiary . In no event shall the Company be required to take whatever action (including the recording of mortgages, the 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 pledge any of the Administrative Agent to vest assets of a Subsidiary that is a controlled foreign corporation, as defined in the Administrative Agent (or in any representative Section 957(a) of the Administrative Agent designated by it) validCode, subsisting and perfected Liens on the properties purported to be subject including, but not limited to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsstock of any Subsidiary held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. Within forty-five (455) days Business Days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 creates, acquires or otherwise forms a Subsidiary, the Borrower shall: (i) execute and (iv) number deliver, or cause the Person owning all of the outstanding equity interests in such Subsidiary to execute and effectdeliver, as applicable, to the Administrative Agent on behalf of the Lenders, a Pledge Agreement, or an amendment or supplement to an existing Pledge Agreement, if exercisedappropriate, pursuant to which all of the outstanding equity interests in such Subsidiary shall be pledged to the Administrative Agent on behalf of the Lenders, together with any certificates representing all outstanding optionsequity interests so pledged, warrantsif any, rights and for each such certificate representing shares of conversion or purchase and all other similar rights with respect thereto; stock, a stock power executed in blank; (bii) cause such Subsidiary to (i) become a Guarantor by executing execute and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentson behalf of the Lenders (i) a Guaranty, resolutions (ii) a ratification and favorable opinions acceptance of counselthe Subordination Agreement, all in form, content and scope reasonably satisfactory (iii) an agreement substantially similar to the Administrative Agent; Security Documents executed and delivered on the Closing Date and (civ) a Mortgage as to all Oil and Gas Properties containing any proved Hydrocarbon reserves owned or leased by such Subsidiary; (iii) cause such Subsidiary to take whatever action (including execute and deliver to the recording Administrative Agent on behalf of mortgages, the filing of UCC financing statements, the giving of notices Lenders and the endorsement of notices on title documents) may be necessary Issuing Bank, or advisable in the opinion of to authorize the Administrative Agent to vest file or record without such Subsidiary's signature, appropriate financing statements covering the collateral of such Subsidiary described in the Security Documents required to be delivered pursuant to the foregoing clause (ii); (iv) deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders and the Issuing Bank all agreements, documents, instruments and other writings of the type described in Section 4.1(a)(iii), (or in any representative iv) and (vi) with respect to such Subsidiary and opinions of counsel acceptable to the Administrative Agent designated and in form and substance satisfactory to the Administrative Agent covering the matters covered by it) valid, subsisting and perfected Liens the opinions delivered on the properties purported Closing Date with respect to such Subsidiary; and (v) deliver or cause to be subject delivered to the agreements delivered pursuant to this Section 6.12 Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the other Collateral DocumentsAdministrative Agent, enforceable against all third parties in accordance with their termsor the Issuing Bank or any Lender through the Administrative Agent, may reasonably request.

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any Domestic Subsidiary (any such Subsidiary, a "New Subsidiary") of the Borrower or any Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the acquisition or formation creation of any Wholly Owned first tier Foreign Subsidiary that is a Domestic of the Borrower or any Restricted Subsidiary (other than an Excluded Subsidiary) after the date hereofincluding in connection with a Permitted Acquisition), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify cause to be executed and delivered to the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationAgent, (iiA) number of shares of each class of Equity Interests outstanding, (iii) number a supplement to the applicable Security Documents previously executed and percentage of outstanding shares of each class owned (directly or indirectly) delivery by the Borrower or any Subsidiary such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (65%) of the capital stock or other ownership interests of such Foreign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (ivC) 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 favorable legal opinions addressed to the Administrative Agent a Joinder Agreementand Lenders in form and substance reasonably satisfactory thereto with respect to such supplement, become a Pledgor (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary in such Foreign Subsidiary, and (E) any other documents and certificates as defined in may be reasonably requested by the Security AgreementAdministrative Agent or the Required Lenders (through the Administrative Agent). (c) by executing The Borrower may, at any time and delivering upon written notice to the Administrative Agent Agent, redesignate an Unrestricted Subsidiary as a joinder agreement to Restricted Subsidiary. Further, promptly after the Security Agreement, and such other documents as date on which the Borrower or the Administrative Agent shall deem appropriate determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such purpose and date or (B) is or becomes the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary, or (ii) upon all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the written request Consolidated assets of the Administrative Agent Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in its sole discretionthe case of clause (i), deliver such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the case of clause (ii), the Borrower shall promptly identify in writing to the Administrative Agent such Organization DocumentsUnrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, resolutions calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default has occurred and favorable opinions of counselis continuing, all in formthe Borrower shall be permitted, content and scope reasonably satisfactory on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; PROVIDED that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (cII) cause Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such Subsidiary date and (B) is not the obligor on any Debt (notwithstanding the definition thereof, determined by reference to take whatever action such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the recording Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of mortgages(A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the filing of UCC financing statementsfour consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, the giving of notices and the endorsement of notices on title documentsas applicable) may be necessary or advisable in the opinion of shall have an effective date mutually acceptable to the Administrative Agent to vest and Borrower, but in no event earlier than five (5) Business Days following receipt by 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch written notice.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Wholly Owned Domestic Subsidiary that is or any Subsidiary directly owned by a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.12), if such Person is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Subsidiary Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (iiy) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(f) and (g) and, resolutions and if requested by the Administrative Agent, favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and . (c) Upon the guarantee by any Restricted Subsidiary that is a Domestic Subsidiary of (i) the Senior Notes or (ii) any Indebtedness incurred pursuant to Section 8.03(g) in an aggregate principal amount exceeding the Threshold Amount, concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices x) become a Guarantor by executing and the endorsement of notices on title documents) may be necessary or advisable in the opinion of delivering to the Administrative Agent to vest in a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (or in any representative of y) deliver to the Administrative Agent designated documents of the types referred to in Sections 5.01(f) and (g) and, if requested by it) validthe Administrative Agent, subsisting favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and perfected Liens on enforceability of the properties purported documentation referred to be subject in clause (x)), all in form, content and scope satisfactory to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAdministrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded a Restricted Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an a “Excluded Restricted Subsidiary” (including any Electing Guarantor): ”: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, unless (X) such Person is a Foreign Subsidiary, (Y) such Person is a CFC Holdco, or (Z) such Person is a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and and (c) cause such Subsidiary (other than (X) a Foreign Subsidiary, (Y) a CFC Holdco or (Z) a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code) to take whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. (1) Within forty-five thirty (4530) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after (x) the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary or a first-tier Foreign Subsidiary or (other than an Excluded Subsidiaryy) the date any Joint Venture becomes a Wholly Owned Subsidiary that is a Domestic Subsidiary or a first-tier Foreign Subsidiary and (2) within ninety (90) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after (A) the acquisition or formation of any Subsidiary not described in clause (1)(x) or (B) the date hereof, or the occurrence of any such Joint Venture becomes a Wholly Owned Subsidiary no longer qualifying as an “Excluded Subsidiary” not described in clause (including any Electing Guarantor): 1)(y): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Company 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder AgreementAgreement or such other document 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(e) and (f) 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) of this paragraph (b)), all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Foreign Subsidiary and FTI Capital Advisors, LLC) provides a Guarantee in respect of any of the Senior Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Pledgor (as defined in the Security Agreement) Guarantor by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and (f) and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause provided that such Subsidiary shall not be required to take whatever action comply with clause (including i) or (ii) if the recording Administrative Agent, in its sole discretion, determines that the cost or burden of mortgagescompliance therewith is excessive in relation to the value afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the filing of UCC financing statementsSenior Notes, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of then upon delivery to the Administrative Agent to vest in of evidence of such releases and so long as no Default then exists, the Administrative Agent (or in any representative shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary from its Guarantee 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsObligations.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations of such Section, promptly, and in any event within sixty (4560) days after (or such later date as the Administrative Agent shall agree to in its sole discretion) of: (i) the creation or acquisition or formation of any Wholly Owned direct or indirect Subsidiary that is a Domestic Subsidiary by any Loan Party (other than an Excluded Subsidiary) after ), each of the date hereofLoan Parties shall, or the occurrence and shall cause each of any its Subsidiaries to, cause each such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 new Subsidiary to execute and deliver (iA) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreementduly executed Guarantor Joinder, pursuant to which (1) such new Subsidiary shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as an Obligor (as defined therein), and (2) the Pledged Equity of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Security AgreementCollateral Documents and (B) an additional signature page to the Master Subordinated Intercompany Note, together with an allonge in the form required pursuant thereto; and (ii) the creation or acquisition of any direct or indirect Subsidiary by executing any Loan Party that is a Regulated Subsidiary, to the extent such Regulated Subsidiary is an Excluded Subsidiary, each of the Loan Parties shall, and delivering shall cause each of its Subsidiaries to, cause (A) each such new Regulated Subsidiary to execute and deliver to the Administrative Agent a joinder agreement duly executed Negative Pledge Agreement and (B) the Pledged Equity of such new Regulated Subsidiary shall be pledged by the applicable Loan Party to the Security Agreementextent provided in the Collateral Documents. Concurrently with the delivery of the foregoing, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Pledged Equity, together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause , as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Collateral, to the extent provided in the Collateral Documents, for the Secured Obligations. The Administrative Agent (may elect not to request any documents, instruments, filings or in any representative of the Administrative Agent designated opinions as contemplated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 6.10 or the Security Agreement and the other Collateral DocumentsLoan Documents if it determines in its sole discretion that the costs to the Loan Parties of perfecting a security interest or Lien in such property exceed the relative benefit of such security interest to the Secured Parties. For the avoidance of doubt, enforceable against all third parties in accordance with their termsassets owned by any ABS Entity shall not constitute Collateral.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations of such Section, promptly upon (45) days after the acquisition or formation of and in any Wholly Owned Subsidiary that is a Domestic Subsidiary event (other than an Excluded Subsidiary) after the date hereofx), or the occurrence of for any such Subsidiary no longer qualifying creation or acquisition constituting an Investment in excess of the Threshold Amount, concurrent with (or such later date as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof shall agree to in writingits sole discretion) and (y), together with for any such creation or acquisition constituting an Investment not in excess of the Threshold Amount, within 30 days after (or such later date as the Administrative Agent shall agree to in its sole discretion)) (i) jurisdiction the creation or acquisition of formationany direct or indirect Subsidiary by any Loan Party, (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 such new Subsidiary and (iv) number the Loan Parties will execute 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 deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (1) such new Subsidiary (unless it is an Excluded Subsidiary) shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (2) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by executing the applicable Loan Party to the extent provided in the Collateral Documents; and (ii) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (1) each such new Excluded Subsidiary will execute and delivering deliver to the Administrative Agent a joinder agreement to duly executed Negative Pledge Agreement and (2) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests (as defined in the Security Agreement), together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause , as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance for the Secured Obligations. If any Loan Party delivers a Mortgage with their termsrespect to any real property, it will also deliver any Real Estate Deliverables required by applicable Law.

Additional Subsidiaries. Within forty-five (455) days Business Days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (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 creates, acquires or otherwise forms a Subsidiary, Borrower shall: (a) execute and (iv) number deliver, or cause the Person owning all of the outstanding equity interests in such Subsidiary to execute and effectdeliver, to Administrative Agent on behalf of the Lenders, a Pledge Agreement, pursuant to which all of the outstanding equity interests in such Subsidiary shall be pledged to Administrative Agent on behalf of the Lenders, together with any certificates representing all equity interests so pledged, if exercisedany, and for each such certificate representing shares of all outstanding optionsstock, warrants, rights of conversion or purchase and all other similar rights with respect thereto; a stock power executed in blank; (b) cause such Subsidiary to execute and deliver to Administrative Agent on behalf of the Lenders (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and guaranty (ii) upon the written request of the Administrative Agent in its sole discretion, deliver an agreement substantially similar to the Administrative Agent security agreements executed and delivered on the Closing Date and (iii) a Mortgage as to all real property interests containing any proved reserves owned or leased by such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and Subsidiary; (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices execute and the endorsement of notices deliver to Administrative Agent on title documents) may be necessary or advisable in the opinion behalf of the Lenders appropriate financing statements covering the Collateral of such Subsidiary; (d) deliver or cause to be delivered to Administrative Agent on behalf of the Lenders all agreements, documents, instruments and other writings described in Section 4.1(c)(i), (d) and (k), with respect to vest in the such Subsidiary; and (e) deliver or cause to be delivered to Administrative Agent (or in any representative on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsor any Lender through Administrative Agent may reasonably request.

Additional Subsidiaries. Within forty-five (45) days after Prior to or upon the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (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 Parent 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) if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary that is not an Excluded Subsidiary, cause such Person to become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Joinder AgreementAgreement or such other documents as the Required Purchasers shall reasonably request for such purpose, and (ii) if such Subsidiary (other than an Immaterial Subsidiary) is a Foreign Subsidiary or is a Foreign Subsidiary Holding Company, in each case, that is not an Excluded Subsidiary, cause such Person to become a Pledgor (as defined in the Security Agreement) Norwegian Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose purpose, and in each case (i) and (ii) upon the written request of the Administrative Agent in its sole discretion), deliver to the Administrative Collateral Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(f) and (g) and if requested by the Required Purchasers, resolutions and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as applicable), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.Required Purchasers. 72 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 7.13

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any Domestic Subsidiary (any such Subsidiary, a "New Subsidiary") of the Borrower or any Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory to the Administrative Agent with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the acquisition or formation creation of any Wholly Owned first tier Foreign Subsidiary that is a Domestic of the Borrower or any Restricted Subsidiary (other than an Excluded Subsidiary) after the date hereofincluding in connection with a Permitted Acquisition), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify cause to be executed and delivered to the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationAgent, (iiA) number of shares of each class of Equity Interests outstanding, (iii) number a supplement to the applicable Security Documents previously executed and percentage of outstanding shares of each class owned (directly or indirectly) delivery by the Borrower or any Subsidiary such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (65%) of the capital stock or other ownership interests of such Foreign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (ivC) 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 favorable legal opinions addressed to the Administrative Agent a Joinder Agreementand Lenders in form and substance reasonably satisfactory thereto with respect to such supplement, become a Pledgor (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary in such Foreign Subsidiary, and (E) any other documents and certificates as defined in may be reasonably requested by the Security AgreementAdministrative Agent or the Required Lenders (through the Administrative Agent). (c) by executing The Borrower may, at any time and delivering upon written notice to the Administrative Agent Agent, redesignate an Unrestricted Subsidiary as a joinder agreement to Restricted Subsidiary. Further, promptly after the Security Agreement, and such other documents as date on which the Borrower or the Administrative Agent shall deem appropriate determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such purpose date or (B) are or become the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; or (ii) any individual Unrestricted Subsidiary provides a guarantee of any Permitted Subordinated Debt; or (iii) all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in the case of clauses (i) and (ii) upon ), such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the written request case of clause (iii), the Administrative Agent Borrower shall promptly identify in its sole discretion, deliver writing to the Administrative Agent such Organization DocumentsUnrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, resolutions calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default has occurred and favorable opinions of counselis continuing, all in formthe Borrower shall be permitted, content and scope reasonably satisfactory on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; PROVIDED that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (cII) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) are not the obligors on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) any such individual Subsidiary is not a guarantor of any Permitted Subordinated Debt; and (iii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than fifteen (15) Business Days following receipt by the Administrative Agent of such written notice. (e) Notwithstanding anything to the contrary contained herein, in the event that any Subsidiary shall guaranty the payment or performance of the Senior Subordinated Notes, the Borrower shall cause such Subsidiary to take whatever action (including immediately execute a joinder agreement in respect of the recording of mortgages, the filing of UCC financing statements, the giving of notices Subsidiary Guaranty Agreement and the endorsement of notices on title documentsSecurity Documents described in Section 9.11(a) may be necessary or advisable in the opinion and to deliver all of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validother instruments, subsisting documents, certificates and perfected Liens on the properties purported to be subject to the agreements delivered opinions required pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms9.11(a).

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations of such Section, promptly upon (45) days after the acquisition or formation of and in any Wholly Owned Subsidiary that is a Domestic Subsidiary event (other than an Excluded Subsidiary) after the date hereofx), or the occurrence of for any such Subsidiary no longer qualifying creation or acquisition constituting an Investment in excess of $10,000,000, in the aggregate, concurrent with (or such later date as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof shall agree to in writingits sole discretion) and (y), together with for any such creation or acquisition constituting an Investment not in excess of $10,000,000, in the aggregate, within 30 days after (or such later date as the Administrative Agent shall agree to in its sole discretion)) (i) jurisdiction the creation or acquisition of formationany direct or indirect Subsidiary by any Loan Party, (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 such new Subsidiary and (iv) number the Loan Parties will execute 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 deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (1) such new Subsidiary (unless it is not a Domestic Subsidiary) shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (2) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by executing the applicable Loan Party to the extent provided in the Collateral Documents; and (ii) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (1) each such new Excluded Subsidiary will execute and delivering deliver to the Administrative Agent a joinder agreement to duly executed Negative Pledge Agreement and (2) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. As promptly as reasonably possible, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests (as defined in the Security Agreement), together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause , as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance for the Secured Obligations. If any Loan Party delivers a Mortgage with their termsrespect to any real property, it will also deliver any Real Estate Deliverables required by applicable Law.

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(b) below or (ii) the creation or acquisition or formation of any Wholly Owned Restricted Subsidiary, including in connection with any Permitted Acquisition (any such Restricted Subsidiary, a "New Subsidiary"), cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent) (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary that (to the extent such New Subsidiary is a Domestic Restricted Subsidiary) to the Master Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such New Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory to the Administrative Agent with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Canadian Borrower or such Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent. (b) The Canadian Borrower may, at any time and upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary (other than an Excluded any Subsidiary SPE or any member of [***]) as a Restricted Subsidiary) . Further, promptly after the date hereof, on which the Canadian Borrower or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the determines that: (i) jurisdiction any individual Unrestricted Subsidiary (other than any Subsidiary SPE or any member of formation[***]) and its respective Subsidiaries (A) represent five percent (5%) or more of (1) the Consolidated assets of the Canadian Borrower and its Subsidiaries (including all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) as of the most recently ended fiscal quarter prior to such date or (2) EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) of the Canadian Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) are or become the obligor on any Indebtedness (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Canadian Borrower or any Restricted Subsidiary; or (ii) number any individual Unrestricted Subsidiary provides a guarantee of shares any permitted Indebtedness of each class of Equity Interests outstanding, any Credit Party or any Restricted Subsidiary; and (iii) number and percentage of outstanding shares of each class owned all Unrestricted Subsidiaries (directly or indirectly) by the Borrower other than any Subsidiary SPE or any member of [***]) and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Canadian Borrower and its Subsidiaries (including all Unrestricted Subsidiaries (other than any Subsidiary and SPE or any member of [***])) as of the most recently ended fiscal quarter prior to such date or (ivB) number and effectEBITDA (notwithstanding the definition thereof, if exercisedcalculated to include all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) for the four (4) consecutive fiscal quarters most recently ended prior to such date; then, in the case of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to clauses (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii), such Unrestricted Subsidiary (other than any Subsidiary SPE or any member of [***]) upon shall be redesignated as a Restricted Subsidiary and in the written request case of clause (iii), the Administrative Agent Canadian Borrower shall promptly identify in its sole discretion, deliver writing to the Administrative Agent such Organization DocumentsUnrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***]) 119 to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***]) and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Canadian Borrower and its Subsidiaries (including all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) as of the most recently ended fiscal quarter prior to such date and (B) EBITDA (notwithstanding the definition thereof, resolutions calculated to include all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) for the four (4) consecutive fiscal quarters most recently ended prior to such date. (c) So long as no Default or Event of Default has occurred and favorable opinions of counselis continuing, all in formthe Canadian Borrower shall be permitted, content and scope reasonably satisfactory on prior written notice to the Administrative Agent; , to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary if, and only if, such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (1) the Consolidated assets of the Canadian Borrower and its Subsidiaries (including all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) as of the most recently ended fiscal quarter prior to such date and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.2)

Additional Subsidiaries. Within forty-five (45) Parent shall not, directly or ----------------------- indirectly, organize, create, acquire or permit to exist any direct or indirect Subsidiary other than those listed on Schedule 6.3, unless: within ------------ 10 days after such formation or acquisition, the acquisition Parent or formation any applicable Borrower, as the case may be, shall: (A) pledge the Capital Stock of any Wholly Owned such additional Subsidiary that to the Agent pursuant to a Pledge Agreement, if such Capital Stock is directly owned by the Parent or a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofBorrower, or (B) if such Capital Stock is owned by another Loan Party, cause such other Loan Party to pledge the occurrence Capital Stock of such additional Subsidiary to the Agent pursuant to a Pledge Agreement; (b) execute and deliver, or cause such other Loan Party to have executed and delivered, to the Agent stock transfer powers executed in blank with signatures guaranteed as the Agent shall request, such UCC-1 financing statements (as furnished by the Agent) in any jurisdiction in which such filing is necessary to perfect the Agent's Liens in such Capital Stock; (c) deliver such other items as are reasonably requested by the Agent in connection with the foregoing, including resolutions, incumbency and officers' certificates, opinions of counsel, search reports and other certificates and documents; provided, however, that if any such -------- ------- additional Subsidiary is not a domestic or Canadian Subsidiary, in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged; (d) if such additional Subsidiary is a domestic or Canadian Subsidiary, cause such domestic or Canadian Subsidiary to furnish each of the following to the Agent, in sufficient quantities for each Lender: (i) a duly executed notice and assumption agreement in form and substance acceptable to Agent (an "Additional Guarantor Assumption Agreement"); (ii) (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement and any other applicable Loan Documents, certified as of the date of such Additional Guarantor Assumption Agreement (the "Additional Guarantor Accession Date") by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Agent and the Lenders, in form and substance acceptable to Agent; and (iii) (A) such amendments to the schedules to any Loan Documents as shall be required in connection with the accession of such Subsidiary thereto; and (B) executed UCC-1 financing statements or equivalent PPSA or other applicable filings in Canada furnished by the Agent in any jurisdiction in which such filing is necessary to perfect the Agent's Liens in the personal property assets of such Subsidiary and in which the Agent or the Majority Lenders shall request that such filing be made; and (e) have executed and delivered to the Agent (in sufficient quantities for each Lender) such other items as reasonably requested by the Agent in connection with the foregoing, including officers' certificates, search reports and other certificates and documents. Notwithstanding the compliance of Parent, each Borrower, and such additional Subsidiary with the terms of this Section 7.20, no longer qualifying additional Subsidiary ------------ will be considered for inclusion as an “Excluded Subsidiary” (including a Borrower hereunder, nor will any Electing Guarantor): of its Accounts, Inventory, or other assets be considered for inclusion in the Borrowing Base until (a) notify the Administrative Agent thereof in writingsuch assets have been appraised and/or audited, together as applicable, with the (i) jurisdiction of formationresults satisfactory to Agent, (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 Agent and Majority Lenders have otherwise approved such Subsidiary to (i) become as a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsBorrower.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary of the Parent: (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests Capital Stock outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and Subsidiary, (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (E) a statement as to whether such Subsidiary is an HMO Subsidiary or a Controlled Subsidiary; (ii) if such Subsidiary is a Material Domestic Subsidiary other than (A) an HMO Subsidiary which is prohibited from providing a full and unconditional guaranty of the Obligations or (B) a Controlled Subsidiary acquired pursuant to a Permitted Other Acquisition or created pursuant to Section 8.02(i), cause such Person to (1) 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 (2) deliver to the Administrative Agent documents of the types referred to in Section 5.01(d) 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 (1)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (iii) if such Subsidiary is an HMO Subsidiary that is prohibited from providing a full and unconditional guaranty of the Obligations, to the extent permitted by applicable state law, (A) cause such Person to issue an Intercompany Note, in an amount equal to 75% of the maximum amount permitted under applicable law or such lesser amount approved by the Required Lenders, to the Borrower and deliver Intercompany Security Documents to the Borrower, (B) deliver the Collateral Assignment Documents to the Collateral Agent with respect to such Intercompany Note and Intercompany Security Documents, and (C) deliver to the Collateral Agent documents of the types referred to in Section 5.01(d) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Collateral Assignment Documents and), all in form, content and scope reasonably satisfactory to the Collateral Agent. (b) If at any time any Subsidiary that is not a Guarantor provides a guarantee of the Borrower's obligations in respect of the Subordinated Indebtedness and/or the Senior Subordinated Notes, then promptly (and in any event within five (5) days), cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Section 5.01(d) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the 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 this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. (1) Within forty-five fifteen (4515) days Business Days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary or a first-tier Foreign Subsidiary occurs, (other than B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded SubsidiarySubsidiary and (D) after the date hereof, or the occurrence a designation in accordance with Section 7.17 of any such an Unrestricted Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary), cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder AgreementAgreement or such other document 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(e) and (f) and, if requested by the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph (b)), all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the Senior Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Pledgor (as defined in the Security Agreement) Guarantor by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause provided that such Subsidiary shall not be required to take whatever action comply with clause (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsi) may be necessary or advisable in the opinion of (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to vest in the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the Senior Notes, then upon delivery to the Administrative Agent (or in any representative of evidence of such releases and so long as no Default then exists, the Administrative Agent designated by it) valid, subsisting and perfected Liens on shall execute such documents as the properties purported Company may reasonably request to be subject to release such Foreign Subsidiary from its Guarantee of the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsObligations.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition Business Days any Loan Party or formation any of any Wholly Owned Subsidiary that is their Subsidiaries creates, acquires or otherwise forms a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): Borrowers shall: (a) notify execute and deliver, or cause the Person owning all of the outstanding equity interests of such Subsidiary to execute and deliver, to the Administrative Agent thereof on behalf of the Lenders an agreement, substantially similar to the Pledge and Security Agreements, with such changes as shall be necessary in writingthe circumstances, pursuant to which all of the outstanding equity interests of such Subsidiary shall be pledged to the Administrative Agent on behalf of the Lenders, together with the (i) jurisdiction of formation, (ii) number of shares of any certificates representing all such equity interests so pledged and for 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; such certificate a stock power executed in blank; (b) cause such Subsidiary to (i) become a Guarantor by executing execute and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions on behalf of counsel, all in form, content and scope reasonably satisfactory the Lenders (i) the Supplement to the Administrative AgentGuaranty Agreement; (ii) an agreement substantially similar to the Security Agreement and (iii) a Mortgage as to all real property interests owned or leased by such Subsidiary; (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices execute and the endorsement of notices on title documents) may be necessary or advisable in the opinion of deliver to the Administrative Agent on behalf of the Lenders appropriate Financing Statements, each with such changes as shall be necessary in the circumstances, covering such Collateral of such Subsidiary of the general types and values covered by the Security Documents executed on or prior to vest in the date hereof; (d) deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders all agreements, documents, instruments and other writings described in Section 4.04, with respect to such Subsidiary; (or in any representative of e) cause such Subsidiary to deliver to the Administrative Agent designated by iton behalf of the Lenders a Landlord's Agreement with respect to each leased location located at which any inventory of such Person is stored or maintained; and (f) valid, subsisting and perfected Liens on the properties purported deliver or cause to be subject delivered to the agreements delivered Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. Notwithstanding anything to the contrary set forth in this Section, none of Conn Funding I LP, Conn Funding II LP, Conn Funding LLC, Conn Funding II GP LLC, Conn CC LP, Conn Credit LLC or CCC shall be treated as a new Subsidiary under this Section (other than for purposes of the pledge of limited partnership interests in and to Conn Funding II LP, and, if any material assets are owned by Conn Funding I LP, limited partnership interests in Conn Funding I LP, pursuant to Section 5.13(a) above) or be required to execute or deliver any documents under this Section 6.12 so long as the sole property owned by such entities shall be (i) in the case of CCC, a general partnership interest in and to Conn CC LP and limited liability company membership interests in and to Conn Credit LLC, (ii) in the case of Conn Credit LLC, a limited partnership interest in and to Conn CC LP and a limited partnership interest in Conn Funding I LP, (iii) in the case of Conn CC LP, contracts with Conn Funding I LP regarding the servicing of receivables purchased by Conn Funding I LP, (iv) in the case of Conn Funding LLC, a general partnership interest in and to Conn Funding I LP, (v) in the case of Conn Funding II GP LLC, a general partnership interest in and to Conn Funding II LP and (vi) in the case of Conn Funding II, LP, the Trust Estate (as such term is defined in the Conn Funding II Indenture). If any of such entities shall own property other Collateral Documentsthan the property described in the preceding sentence, enforceable against all third parties in accordance with their termsthen such entity shall be treated as a new Subsidiary for purposes of this Section 5.13 and shall be required to execute and deliver the documentation required by this Section.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(d) and (f) and favorable opinions of counselcounsel 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; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices . The Administrative Agent and the endorsement of notices on title documents) may be necessary or advisable in the opinion Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validBorrower, subsisting and perfected Liens on the properties purported to shall not be subject to the agreements delivered pursuant requirements of clause (b) above. Notwithstanding anything herein to this Section 6.12 the contrary, if any Subsidiary that is not a Guarantor (including any Foreign Subsidiary and FTI Capital Advisors, LLC) provides a Guarantee in respect of any of the Senior Notes or the 2005 Convertible Senior Subordinated Notes, the Borrower shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other Collateral Documentsdocument as the Administrative Agent shall deem appropriate for such purpose, enforceable against and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(d) and (f) 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 third parties in accordance with their termsform, content and scope reasonably satisfactory to the Administrative Agent.