Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. Within forty-five days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of 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 Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) 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, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five days after Cause each Subsidiary of the acquisition Company that owns any fee interest in a Mortgaged Property, or formation of leases or operates a vehicle dealership at any Mortgaged Property, to be a Subsidiary Guarantor, and cause any such Subsidiary that is not a Subsidiary Guarantor, to promptly deliver to the Administrative Agent: (i) Domestic a Joinder Agreement duly executed by such Subsidiary or with all schedules and information thereto appropriately completed; (ii) any Foreign unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, an opinion or opinions of counsel to such Subsidiary that is a direct Subsidiary dated as of a the date of delivery of such Joinder Agreements (and other Loan Party: (aDocuments) notify provided for in this Section 6.14 and addressed to the Administrative Agent thereof Agent, in writing, together with form and substance acceptable to the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, Administrative Agent; (iii) number and percentage of outstanding shares of each class owned the documents described in Sections 4.01(a)(iii), (directly or indirectlyiv), (vii), (xi) by the Borrower or any Subsidiary and (ivxiii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretoto such Subsidiary; and (biv) 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 Person to (i) become a Guarantor by executing and delivering evidence satisfactory to the Administrative Agent a Joinder Agreement or such that all taxes, filing fees, recording fees and other documents as related transaction costs have been paid; provided that the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the request not enter into or accept any joinder of a Subsidiary pursuant to this Section 6.14 until the Administrative Agent in shall have received written confirmation from each Lender (which may be delivered via electronic mail) that it has completed its sole discretionapplicable diligence under “know your customer” and anti-money-laundering rules and regulations, deliver to the Administrative Agent such Organization Documentsincluding, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoingwithout limitation, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign SubsidiaryPatriot Act, if such requirements would cause and the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceBeneficial Ownership Regulation.

Additional Subsidiaries. (a) Within forty-five thirty (30) days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (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) except as provided below, if cause such Subsidiary is a Domestic Subsidiary (other than an any Excluded Subsidiaries, unless the Borrower otherwise consents in writing), cause such Person Subsidiary) to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose, and (iiB) upon the 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. Notwithstanding ; provided, however, (x) if such Subsidiary is a Foreign Subsidiary and compliance with clause (A) above would reasonably be expected to cause any material adverse tax consequences to the forgoingBorrower, Finsub then such Subsidiary shall not be required to become a Guarantor. Notwithstanding the foregoingcomply with this clause (ii) and (y) if such Subsidiary is an Immaterial Subsidiary, the requirements set forth in Section 7.10(b) then such Subsidiary shall not apply be required to any Domestic Subsidiary comply with this clause (ii) so long as the aggregate amount of assets owned by all Immaterial Subsidiaries that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would cause the undistributed earnings of such Foreign Subsidiaryare not Guarantors does not, as determined for United States federal income tax purposesof any date of determination, to be treated as a deemed dividend to exceed $250,000 in the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceaggregate.

Additional Subsidiaries. Within forty-five thirty (30) days after the acquisition or formation of any (i) Domestic Subsidiary or (iior, in the case of clause (b) below, any Foreign existing Domestic Subsidiary that is becoming a direct Subsidiary of a Loan Party:Material Subsidiary): (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)and a Material Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the 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. Notwithstanding the forgoing; provided, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoinghowever, the requirements set forth in Section 7.10(bthat this clause (b) shall not apply to the following Subsidiaries, so long as such Subsidiary has not provided a Guarantee of any Domestic Subsidiary other Indebtedness of the Borrower or another Guarantor: Subsidiaries that is a direct Subsidiary of a Foreign Subsidiary, if such requirements are prohibited by Law from guaranteeing the Obligations or that would cause the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated experience adverse regulatory consequences as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceof providing such Guarantee.

Additional Subsidiaries. (a) Within forty-five days ten Business Days after any additional Subsidiary is formed or acquired after the acquisition Closing Date, notify the Administrative Agent and the Lenders thereof and cause any Equity Interest in or formation Indebtedness of such Subsidiary owned by or on behalf of any Loan Party to be added to the Collateral (i) Domestic except that the Loan Parties shall not be required to pledge more than 66% of the outstanding voting Equity Interests in any first-tier Foreign Subsidiary or (ii) and shall not be required to pledge any of the Equity Interests in any Foreign Subsidiary that is not a direct Subsidiary of 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 first-tier Foreign Subsidiary); 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 SubsidiariesSubsidiary, unless the Borrower otherwise consents in writing), cause such Person to (i) promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a Guarantor by executing “Guarantor” and delivering to “Lien Grantor” for purposes of the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, Loan Documents and (ii) upon the 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 clauses (iii) and (iv) of Section 4.01(a) 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan Party:72 (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; and; (b) except as provided below, (i) if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary (other than that is not an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary, cause such Person to (i) become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose, and (ii) upon 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 Norwegian Notes Guarantor by executing and delivering to the Purchasers a Joinder Agreement or such other documents as the Required Purchasers shall reasonably request of the Administrative Agent for such purpose, and in its sole discretioneach case (i) and (ii), 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceRequired Purchasers.

Additional Subsidiaries. Within forty-five 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 (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (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) except within thirty (30) days (in each case, or such later date as provided belowmay be agreed by the Collateral Agent at its sole option) of any Permitted Acquisition or any Subsidiary being formed, if cause each Subsidiary formed or acquired in connection with such Subsidiary is a Domestic Subsidiary (Permitted Acquisition, other than an Excluded SubsidiariesSubsidiary or an Excluded Foreign Subsidiary, unless the Borrower otherwise consents in writing), cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purposepurpose (including as required under the Security Agreement), and (iiB) upon the 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan Party: (a) If any Subsidiary is formed or acquired after the Effective Date, the Company 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 in writing, together or Indebtedness of such Subsidiary owned by any Domestic Loan Party or any Equity Interests in such Subsidiary owned by any Foreign Subsidiary Loan Party. (b) Not later than the date of delivery of financial statements pursuant to Section 5.01(a) or (b) on the basis of which one or more Subsidiaries are deemed to be new Material Subsidiaries in accordance with the definition of the term “Material Subsidiary”, (i) jurisdiction of formationthe Company shall have caused the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, (ii) number if such Subsidiary shall have been required to become a Loan Party hereunder, the Company shall have delivered a certificate of shares a Financial Officer or other executive officer of each class of Equity Interests outstandingthe Company to the effect that, after giving effect to any such designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary are true and correct in all material respects, and (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 Person shall have been required to (i) become a Guarantor by executing and delivering Loan Party hereunder, such Subsidiary shall have delivered to the Administrative Agent a Joinder Agreement or such other documents as and opinions of the Administrative Agent shall deem appropriate for such purpose, type referred to in paragraphs (b) and (iic) 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, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence4.01.

Additional Subsidiaries. Within forty-five thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any Material Subsidiary (i) Domestic including upon a non-Material Subsidiary or (ii) any Foreign Subsidiary that is becoming a direct Subsidiary of a Loan Party: (a) notify the Administrative Agent thereof in writingMaterial Subsidiary), 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), shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as joinder agreement substantially in the Administrative Agent shall deem appropriate for such purpose, form of Exhibit E and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions (A) documents of the types referred to in Sections 4.01(a)(iii) and (iv) and (B) favorable opinions of counselcounsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and 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. Notwithstanding ; provided that (x) for the forgoingavoidance of doubt, Finsub no less than wholly-owned Subsidiary existing on the Closing Date shall not be required to become a Guarantor. Notwithstanding Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Subsidiary and (y) no less than wholly-owned Material Subsidiary formed or acquired after the foregoingClosing Date shall be required to become a Guarantor hereunder unless the minority or non-controlling interest in such Subsidiary is owned by CONE or its Affiliates (which for the avoidance of doubt, the requirements set forth shall include in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiarythis case CONSOL, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceNoble and their respective Affiliates).

Additional Subsidiaries. Within forty-five days (a) The Borrower will, within ten Business Days after the acquisition or formation occurrence of any the Rating Trigger Event, (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of 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 Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon cause the request Guarantee Requirement to be satisfied with respect to all domestic Material Subsidiaries and (b) if any additional domestic Material Subsidiary is formed or acquired or any other domestic Subsidiary is designated as a Material Subsidiary in accordance with the proviso of the definition of “Material Subsidiary” after the Rating Trigger Event, the Borrower will, within ten Business Days after such Subsidiary is formed, acquired or so designated, notify the Administrative Agent in its sole discretion, deliver thereof and cause the Guarantee Requirement to be satisfied promptly with respect to such Subsidiary unless the Administrative Agent such Organization Documents, resolutions and favorable opinions determines that the cost of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding satisfaction of the forgoing, Finsub Guarantee Requirement with respect thereto exceeds the value afforded thereby; provided that the terms of this Section 5.10 shall not be required to become a Guarantor. Notwithstanding be satisfied with respect to any SPE Subsidiary or any Subsidiary that is subject to any legal or, in the foregoingcase of any special purpose or limited purpose entity, any contractual restriction preventing or prohibiting it from satisfying the requirements Guarantee Requirement. (m) Section 6.01(a) of the Credit Agreement is hereby amended by replacing the text “Sections 6.12 and 6.13” with “Sections 6.12, 6.13, 6.14, 6.15 and/or 6.16, in each case, to the extent such Sections are in effect as of the date of such determination”. (n) Section 6.01(c)(vi) of the Credit Agreement is hereby amended by replacing “$250,000,000 at any time outstanding.” with “$150,000,000 at any time outstanding; provided, that to the extent that the aggregate outstanding Indebtedness in respect of the ship financing described in clause (vii) immediately below is less than $75,000,000, then the $150,000,000 limitation set forth in Section 7.10(bthis clause (vi) shall not apply to any Domestic Subsidiary that is a direct Subsidiary may be increased by the amount of a Foreign Subsidiary, if the excess of $75,000,000 minus such requirements would cause the undistributed earnings aggregate outstanding principal balance of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated ship financing indebtedness; and”. (o) Section 6.01(c) of the Credit Agreement is hereby amended by (i) deleting the text “and” at the end of clause (v) and (ii) inserting the following as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.new Section 6.01(c)(vii):

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Domestic Subsidiary, and within sixty (i60) Domestic Subsidiary days after the acquisition or (ii) formation of any Foreign Subsidiary (in each case, or such longer period as may be agreed to by the Required Lenders in their sole discretion) (it being understood that is any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a direct Subsidiary shall be deemed to be the acquisition of a Loan Party:Subsidiary for purposes of this Section 7.12): (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) except as provided below, if cause such Subsidiary is a Domestic Subsidiary Person (other than an any Excluded Subsidiaries, unless the Borrower otherwise consents in writing), cause such Person Subsidiary) to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent Required Lenders shall deem appropriate reasonably request for such purpose, and (ii) upon the 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 Required Lenders, 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceRequired Lenders.

Additional Subsidiaries. Within forty-five days (a) If any Subsidiary is formed or acquired after the acquisition Effective Date, the Borrower will, as promptly as practicable, and in any event within 30 days (or formation of such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Guarantee and Collateral Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in such Subsidiary owned by any Loan Party (i) Domestic Subsidiary or (ii) any if it is a Foreign Subsidiary that is a direct Subsidiary of 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; andMaterial Subsidiary). (b) except as provided below, if such Subsidiary is The Borrower may designate a Domestic Subsidiary not meeting the criteria set forth in clause (other than an Excluded Subsidiaries, unless b) of the Borrower otherwise consents in writing), cause such Person to definition of the term “Designated Subsidiary” as a Designated Subsidiary; provided that (i) become a Guarantor by executing and delivering such Subsidiary shall have delivered to the Administrative Agent a Joinder supplement to the Guarantee and Collateral Agreement, in the form specified therein, duly executed by such Subsidiary, (ii) the Borrower shall have delivered a certificate of an executive officer or a Financial Officer of 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 and no Default shall have occurred or such other documents as the Administrative Agent shall deem appropriate for such purposebe continuing, and (iiiii) upon the request of the Administrative Agent in its sole discretion, deliver such Subsidiary shall have delivered to the Administrative Agent such Organization Documents, resolutions documents and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to requested by the Administrative Agent. Notwithstanding Agent of the forgoing, Finsub shall not be required type referred to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in paragraphs (b) and (c) of Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence4.01.

Additional Subsidiaries. Within forty-five thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any wholly-owned Subsidiary (i) Domestic Subsidiary or (ii) including upon the acquisition of the remainder of the Capital Stock of any Foreign Subsidiary that is prior to such time was not a direct wholly-owned Subsidiary) or any Material Subsidiary of (including upon a Loan Party: (a) notify the Administrative Agent thereof in writingnon-Material Subsidiary becoming a Material Subsidiary), 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), shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as joinder agreement substantially in the Administrative Agent shall deem appropriate for such purpose, form of Exhibit E and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions (A) documents of the types referred to in Sections 4.01(a)(iii) and (iv) and (B) favorable opinions of counselcounsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and 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. Notwithstanding ; provided that (x) for the forgoingavoidance of doubt, Finsub no less than wholly-owned Subsidiary existing on the Closing Date shall not be required to become a Guarantor. Notwithstanding Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Subsidiary and (y) no less than wholly-owned Material Subsidiary formed or acquired after the foregoingClosing Date shall be required to become a Guarantor hereunder unless the minority or non-controlling interest in such Subsidiary is owned by CONE or its Affiliates (which for the avoidance of doubt, the requirements set forth shall include in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiarythis case CONSOL, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceNoble and their respective Affiliates).

Additional Subsidiaries. (1) Within forty-five days fifteen (15) 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 (i) Domestic Subsidiary or (ii) any Foreign Wholly Owned Subsidiary that is a direct Domestic Subsidiary 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) a designation in accordance with Section 7.17 of an Unrestricted Subsidiary as a Loan PartyRestricted 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) except as provided below, if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writingSubsidiary), cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the 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, resolutions and if requested by the Administrative Agent, 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 (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 forgoingcontrary, Finsub 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 Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement 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 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), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that such Subsidiary shall not be required to become a Guarantorcomply with clause (i) or (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 the practical benefit afforded thereby. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply With respect to any Domestic Foreign Subsidiary that is a direct Subsidiary of a Foreign SubsidiaryGuarantor, if such requirements would cause Foreign Subsidiary is released from its Guarantees with respect to the undistributed earnings Senior Notes, then upon delivery to the Administrative Agent of evidence of such releases and so long as no Default then exists, the Administrative Agent shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to Subsidiary from its Guarantee of the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceObligations.

Additional Subsidiaries. Within forty-five days after Cause each Subsidiary of the acquisition Company that owns any fee interest (or, in the case of a Permitted Leasehold Mortgaged Property, the leasehold interest) in a Mortgaged Property, or formation of leases or operates a vehicle dealership at any Mortgaged Property, to be a Subsidiary Guarantor, and cause any such Subsidiary that is not a Subsidiary Guarantor, to promptly deliver to the Administrative Agent: (i) Domestic a Joinder Agreement duly executed by such Subsidiary or with all schedules and information thereto appropriately completed; (ii) any Foreign unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, an opinion or opinions of counsel to such Subsidiary that is a direct Subsidiary dated as of a the date of delivery of such Joinder Agreements (and other Loan Party: (aDocuments) notify provided for in this Section 6.14 and addressed to the Administrative Agent thereof Agent, in writing, together with form and substance acceptable to the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, 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 (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights Amendment No. 4 with respect theretoto such Subsidiary; and (biv) 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 Person to (i) become a Guarantor by executing and delivering evidence satisfactory to the Administrative Agent a Joinder Agreement or such that all taxes, filing fees, recording fees and other documents as related transaction costs have been paid; provided that the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the request not enter into or accept any joinder of a Subsidiary pursuant to this Section 6.14 until the Administrative Agent in shall have received written confirmation from each Lender (which may be delivered via electronic mail) that it has completed its sole discretionapplicable diligence under “know your customer” and anti-money-laundering rules and regulations, deliver to the Administrative Agent such Organization Documentsincluding, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoingwithout limitation, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign SubsidiaryPatriot Act, if such requirements would cause and the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceBeneficial Ownership Regulation.

Additional Subsidiaries. Within forty-five days after Notify the Administrative Agent of the creation or acquisition or formation of any (ia) Domestic Subsidiary and (b) Disregarded Foreign Entity and, provided that such entities are not owned, directly or indirectly, by a Foreign Subsidiary that is not a Disregarded Foreign Entity, (i) in the case of any Domestic Subsidiary, promptly after such creation or acquisition (and in any event within thirty (30) days after such creation or acquisition), cause such Domestic Subsidiary to, or (ii) in the case of any Disregarded Foreign Subsidiary that is a direct Subsidiary Entity, promptly upon the request of a Loan Party: (a) notify the Administrative Agent thereof (and in writingany event within thirty (30) days after such request, 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) such longer period as may be agreed to 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 Administrative Agent in writingits sole discretion), cause such Person to (iA) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a Joinder duly executed supplement to the Subsidiary Guaranty Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose, and (iiB) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments and certificates (including, resolutions and favorable without limitation, legal opinions and, in the case of a Disregarded Foreign Entity, legal opinions of local counsel) referred to in Section 5.2 as may be reasonably requested by the Administrative Agent, (C) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (D) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent or required by the other Loan Documents, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five days If any additional Subsidiary of the Borrower or the Parent is formed or acquired after the acquisition Closing Date, the Borrower will promptly, and in any event within twenty (20) Business Days after such Subsidiary is formed or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan Party: acquired, (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationAgents thereof, (iib) number to the extent such Subsidiary is an entity incorporated or organized in the United States and is not an Immaterial Subsidiary, cause such Subsidiary to become a party to the Guarantee contained in Section 9 hereof, each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the Collateral Agents for the benefit of the Secured Parties, by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit H and, subject to preexisting Liens on such Subsidiary’s assets and the terms thereof (to the extent the same are permitted under this Agreement), promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request and (c) cause any shares of each class of Equity Interests outstanding, (iii) number and percentage or promissory notes evidencing Indebtedness of outstanding shares such Subsidiary that are owned by or on behalf of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effectGuarantor to be pledged to the extent required by the Collateral Documents, 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 belowthat, if such Subsidiary is a Domestic Subsidiary directly owned by the Parent, the Borrower or any Guarantor (other than an Excluded Subsidiariesthe Parent) and is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, unless the Borrower otherwise consents in writing), cause shares of common stock of such Person Subsidiary to (i) become a Guarantor by executing and delivering be pledged shall be limited 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 request 65% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions outstanding shares of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would cause the undistributed earnings voting common stock of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five days Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary after the acquisition Effective Date except that Borrower or formation of any other Loan Party may form, create or acquire (i) Domestic an Excluded Subsidiary or (ii) any Foreign a wholly-owned Subsidiary that is a direct Subsidiary of a Loan Party: so long as (a) notify the Administrative Agent thereof in writingimmediately thereafter and giving effect thereto, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number no event will occur 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 theretobe continuing which constitutes a Default; and (b) except as provided below, if any such Subsidiary which is not a Domestic Foreign Subsidiary (other than an Excluded Subsidiariesand, unless where applicable, Borrower) shall execute and deliver a Guaranty (or, at the Borrower otherwise consents in writing)option of Administrative Agent, cause such Person to (i) become a Guarantor by executing and delivering joinder to the Administrative Agent a Joinder Agreement or Guaranty executed concurrently herewith) and such other documents Security Documents as the Administrative Agent shall deem appropriate for such purposemay reasonably require to effectuate the provisions of this Agreement regarding Collateral to be covered by the Security Documents, and (iic) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent is given at least ten (10) days’ prior notice or such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to shorter period approved by the Administrative Agent. Notwithstanding ) of such formation, creation or acquisition, provided, that prior notice shall not be required in connection with the forgoingformation or acquisition of a subsidiary in connection with an acquisition described in Section 6.14; provided, Finsub further, that Borrower or any other Loan Party may, from time to time, form Subsidiaries that at the time of formation are wholly owned directly or indirectly by Borrower and that own no material assets but are intended to be vehicles for investments by third parties, and each such Subsidiary shall not be required to become execute a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, Guaranty or otherwise result in a material adverse tax consequenceother Security Documents.

Additional Subsidiaries. Within forty-five days after Prior to or upon the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan Party: Subsidiary: (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; and(b) (bi) except as provided below, if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary (other than that is not an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary, cause such Person to (i) become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose, and (ii) upon 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 Norwegian Notes Guarantor by executing and delivering to the Purchasers a Joinder Agreement or such other documents as the Required Purchasers shall reasonably request of the Administrative Agent for such purpose, and in its sole discretioneach case (i) and (ii), 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 AgentRequired Purchasers. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.72 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 7.13

Additional Subsidiaries. Within forty-five days Promptly, and in any event, not later than thirty (30) days, after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (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) except as provided below, if such Subsidiary is a wholly owned Domestic Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the 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 required by Section 7.15, 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Borrower shall have ninety (90) days after the Titan Acquisition to satisfy the terms of this Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would cause the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend 7.12 with respect to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequencewholly owned Domestic Subsidiaries acquired pursuant to the Titan Acquisition.

Additional Subsidiaries. (a) Within forty-five thirty (30) days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (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) except as provided below, if such Subsidiary is a Domestic Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary, cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose, and (iiB) upon the 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. Notwithstanding ; provided, however, in the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to case of any Domestic Subsidiary that is not a direct Wholly Owned Subsidiary, such Subsidiary shall not have to become a Guarantor if the consent of a 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, if in each case, pledge to the Administrative Agent 65% (or such requirements would 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, Subsidiary as determined for United States federal income tax purposes, purposes to be treated as a deemed dividend to the such Foreign Subsidiary’s parent, or otherwise result in a 's United States parent and (B) could not reasonably be expected to cause any material adverse tax consequenceconsequences) 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 cause the Administrative Agent to have a perfected, first priority security interest in such Capital Stock.

Additional Subsidiaries. Within forty-five thirty (30) days after the acquisition or formation of any Subsidiary (iother than a Restricted Subsidiary) Domestic after the date hereof, or the occurrence of any Subsidiary or (ii) any Foreign Subsidiary that is no longer qualifying as a direct Subsidiary of a Loan Party“Restricted Subsidiary”: (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 cause such Subsidiary is a Domestic Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing), cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or Agreement, a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose, unless (X) such Person is a Foreign Subsidiary with a net asset value of $10,000,000 or less, or (Y) such Person is a Foreign Subsidiary with a net asset value in excess of $10,000,000 and a material adverse tax consequence would result therefrom, and (ii) 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, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become ; and (c) cause such Subsidiary (other than (X) a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary Person that is a direct Foreign Subsidiary with a net asset value of $10,000,000 or less, and (Y) a Person that is a Foreign Subsidiary, if such requirements would cause the undistributed earnings Subsidiary with a net asset value in excess of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in $10,000,000 and a material adverse tax consequenceconsequence would result therefrom) to take whatever action (including the recording of mortgages, the filing of 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. Within forty-five days after Cause each Subsidiary of the acquisition Company that owns any fee interest (or, in the case of a Permitted Leasehold Mortgaged Property, the leasehold interest) in a Mortgaged Property, or formation of leases or operates a vehicle dealership at any Mortgaged Property, to be a Subsidiary Guarantor, and cause any such Subsidiary that is not a Subsidiary Guarantor, to promptly deliver to the Administrative Agent: (i) Domestic a Joinder Agreement duly executed by such Subsidiary or with all schedules and information thereto appropriately completed; (ii) any Foreign unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, an opinion or opinions of counsel to such Subsidiary that is a direct Subsidiary dated as of a the date of delivery of such Joinder Agreements (and other Loan Party: (aDocuments) notify provided for in this Section 6.14 and addressed to the Administrative Agent thereof Agent, in writing, together with form and substance acceptable to the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, Administrative Agent; (iii) number and percentage of outstanding shares of each class owned the documents described in Sections 4.01(a)(iii), (directly or indirectlyiv), (vii), (xi), (xiii) by the Borrower or any Subsidiary and (ivxv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretoto such Subsidiary; and (biv) 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 Person to (i) become a Guarantor by executing and delivering evidence satisfactory to the Administrative Agent a Joinder Agreement or such that all taxes, filing fees, recording fees and other documents as related transaction costs have been paid; provided that the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the request not enter into or accept any joinder of a Subsidiary pursuant to this Section 6.14 until the Administrative Agent in shall have received written confirmation from each Lender (which may be delivered via electronic mail) that it has completed its sole discretionapplicable diligence under “know your customer” and anti-money-laundering rules and regulations, deliver to the Administrative Agent such Organization Documentsincluding, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoingwithout limitation, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign SubsidiaryPatriot Act, if such requirements would cause and the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceBeneficial Ownership Regulation.

Additional Subsidiaries. Within forty-five days after Prior to or upon the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (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; and; (b) except as provided below, (i) if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary (other than that is not an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary, cause such Person to (i) become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose, and (ii) upon 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 Norwegian Notes Guarantor by executing and delivering to the Purchasers a Joinder Agreement or such other documents as the Required Purchasers shall reasonably request of the Administrative Agent for such purpose, and in its sole discretioneach case (i) and (ii), 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 AgentRequired Purchasers. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.\DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9

Additional Subsidiaries. Within forty-five days after Cause each Subsidiary of the acquisition Company that owns any fee interest (or, in the case of a Permitted Leasehold Mortgaged Property, the leasehold interest) in a Mortgaged Property, or formation of leases or operates a vehicle dealership at any Mortgaged Property, to be a Subsidiary Guarantor, and cause any such Subsidiary that is not a Subsidiary Guarantor, to promptly deliver to the Administrative Agent: (i) Domestic a Joinder Agreement duly executed by such Subsidiary or with all schedules and information thereto appropriately completed; (ii) any Foreign unless the Required Lenders expressly waive such requirement in accordance with Section 10.01, an opinion or opinions of counsel to such Subsidiary that is a direct Subsidiary dated as of a the date of delivery of such Joinder Agreements (and other Loan Party: (aDocuments) notify provided for in this Section 6.14 and addressed to the Administrative Agent thereof Agent, in writing, together with form and substance acceptable to the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, 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 (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights Amendment No. 4 with respect theretoto such Subsidiary; and (biv) 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 Person to (i) become a Guarantor by executing and delivering evidence satisfactory to the Administrative Agent a Joinder Agreement or such that all taxes, filing fees, recording fees and other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) 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, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.related transaction costs have been paid;

Additional Subsidiaries. Within forty-five days after Give the acquisition Administrative Agent prompt written notice of the creation, establishment or formation acquisition, in any manner, of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of the Company not existing on the Closing Date or of the fact that a Loan Party: 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) notify 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 thereof in writingAgent), together as applicable, with the (i) jurisdiction of formation, (ii) number of shares respect to not more than 65% of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares the capital stock or other equity interest of each class owned (directly First-Tier Subsidiary of such Person which is or indirectly) by the Borrower or any becomes a Non-Domestic Subsidiary and (iv) number which is not an Excluded Subsidiary, 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 shall cause each Subsidiary of such Subsidiary Person which is a Domestic Subsidiary (other than and which is not an Excluded SubsidiariesSubsidiary to execute a Guaranty, unless in the Borrower otherwise consents form of Exhibit C hereto, in writingthe case of both (a) and (b), within fifteen (15) Business Days after the creation, establishment or acquisition of such Subsidiary or of the date such Subsidiary ceases to be an Excluded Subsidiary and in connection therewith shall deliver or cause to be delivered such Person to (i) become a Guarantor by executing proof of corporate action, incumbency of officers, opinions of counsel and delivering to the Administrative Agent a Joinder Agreement or 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 purposemay request, each in form and (ii) 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, all in form, content and scope reasonably substance satisfactory to the Administrative Agent. Notwithstanding In no event shall the forgoing, Finsub shall not Company be required to become pledge any of the assets of a Guarantor. Notwithstanding Subsidiary of the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary Company that is a direct controlled foreign corporation, as defined in Section 957(a) of the Code, including, but not limited to the stock of any Subsidiary of a Foreign the Company held directly or indirectly by any such Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (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) except as provided below, if such Subsidiary is a Domestic Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the 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. Notwithstanding the forgoingforegoing, Finsub the Administrative Agent shall not require those items described in Section 7.12(b) as to which the Administrative Agent determines in its reasonable discretion the cost of obtaining or providing such items is excessive in relation to the benefit to the Lenders, and the Administrative Agent may grant extensions of time for delivery of any of the items described in Section 7.12(b). Notwithstanding anything to the contrary herein, neither Comdata Telecommunications Services, Inc. nor Comdata Receivables, Inc. shall be required to become a Guarantor. Notwithstanding Guarantor until the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary date that is 90 days after the Initial Borrowing Date (or such later date as the Administrative Agent agrees in its discretion), and then only if it is a direct Subsidiary of a Foreign Subsidiary, if such requirements would cause the undistributed earnings as of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, date or otherwise result in a material adverse tax consequenceat any time thereafter.

Additional Subsidiaries. Within forty-five days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan Party: (a) If any Subsidiary is formed or acquired after the Second Restatement Effective Date, the Company 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 in writing, together or Indebtedness of such Subsidiary owned by any Domestic Loan Party or any Equity Interests in such Subsidiary owned by any Foreign Subsidiary Loan Party. (b) Not later than the date of delivery of financial statements pursuant to Section 5.01(a) or (b) on the basis of which one or more Subsidiaries are deemed to be new Material Subsidiaries in accordance with the definition of the term "Material Subsidiary", (i) jurisdiction of formationthe Company shall have caused the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, (ii) number if such Subsidiary shall have been required to become a Loan Party hereunder, the Company shall have delivered a certificate of shares a Financial Officer or other executive officer of each class of Equity Interests outstandingthe Company to the effect that, after giving effect to any such designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary are true and correct in all material respects, and (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 Person shall have been required to (i) become a Guarantor by executing and delivering Loan Party hereunder, such Subsidiary shall have delivered to the Administrative Agent a Joinder Agreement or such other documents as and opinions of the Administrative Agent shall deem appropriate for such purpose, type referred to in paragraphs (b) and (iic) 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, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence4.01.

Additional Subsidiaries. Within forty-five days after the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan Party: (a) If any Subsidiary is formed or acquired after the Effective Date, the Company 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 in writing, together or Indebtedness of such Subsidiary owned by any Domestic Loan Party or any Equity Interests in such Subsidiary owned by any Foreign Subsidiary Loan Party. (b) Not later than the date of delivery of financial statements pursuant to Section 5.01(a) or (b) on the basis of which one or more Subsidiaries are deemed to be new Material Subsidiaries in accordance with the definition of the term "Material Subsidiary", (i) jurisdiction of formationthe Company shall have caused the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, (ii) number if such Subsidiary shall have been required to become a Loan Party hereunder, the Company shall have delivered a certificate of shares a Financial Officer or other executive officer of each class of Equity Interests outstandingthe Company to the effect that, after giving effect to any such designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary are true and correct in all material respects, and (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 Person shall have been required to (i) become a Guarantor by executing and delivering Loan Party hereunder, such Subsidiary shall have delivered to the Administrative Agent a Joinder Agreement or such other documents as and opinions of the Administrative Agent shall deem appropriate for such purpose, type referred to in paragraphs (b) and (iic) 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, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence4.01.

Additional Subsidiaries. Within forty-five thirty (30) days after the acquisition or formation of any (i) Domestic Subsidiary or within sixty (ii60) any Foreign days after a Responsible Officer becomes aware that an existing Subsidiary that is has become a direct Subsidiary of a Loan PartyBroker-Dealer Holdco: (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, and (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 theretoSubsidiary; and (b) except as provided below, if such Subsidiary is a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writinga Broker-Dealer Subsidiary), cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, and (ii) upon the 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 (e) and Section 7.14 and favorable opinions of counselcounsel (subject to Section 7.14) 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. Notwithstanding the forgoing, Finsub It is understood and agreed that with respect to any Person that is a Broker-Dealer Holdco such Person shall not be required to become a Guarantor. Notwithstanding comply with the foregoing, terms of this Section 7.12(b) if the requirements set forth in Section 7.10(b) shall not apply applicable owner of the Equity Interests of such Broker-Dealer Holdco uses commercially reasonable efforts to any Domestic Subsidiary that is a direct Subsidiary obtain the consent of a Foreign Subsidiary, if Governmental Authority (to the extent necessary) to such requirements would cause the undistributed earnings of Person’s becoming a Guarantor and such Foreign Subsidiary, as determined for United States federal income tax purposes, consent is unable to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceobtained.

Additional Subsidiaries. Within forty-five days after Simultaneously with (or such longer period as the acquisition Administrative Agent may provide at its sole option) any Acquisition or the formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (a) notify the Administrative Agent thereof in writing, together with the following information with respect to the target of such Acquisition: (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) except within [***] days (in each case, or such later date as provided below, if such Subsidiary is a Domestic may be approved in writing by the Administrative Agent at its sole option) of any Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary) being formed, cause such Person each Subsidiary formed to (iA) become a Borrower or Guarantor (to be determined by the Administrative Agent absent the prior direction of the Required Lenders in their sole discretion) by executing and delivering to the Administrative Agent a Joinder Agreement joinder agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purpose, and (iiB) upon the 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. (a) Within forty-five thirty (30) days after the acquisition or formation of any Subsidiary (i) Domestic Subsidiary or (ii) including, without limitation, upon the formation of any Foreign Subsidiary that is a direct Delaware Divided LLC) (it being understood that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Loan Party:Subsidiary for 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 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) except as provided belowon the First Tranche Notes Issuance Date, if such Subsidiary is a Domestic cause each Subsidiary (other than an any Excluded Subsidiaries, unless Subsidiary) that was formed or acquired after the Borrower otherwise consents in writing), cause such Person 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 or such other documents as the Administrative Agent shall deem appropriate reasonably request for such purpose, purpose and (ii) upon the 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five Except as otherwise provided in the second paragraph of SECTION 4.01 and in SECTION 7.08, within thirty (30) 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 (i) Domestic Restricted Subsidiary or (iiy) the date that any Foreign Restricted Subsidiary in existence on the Closing Date that was previously restricted from becoming a Guarantor hereunder is no longer so restricted (whether as a direct Subsidiary result of the acquisition by a Loan Party: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) 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 Person Restricted Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) upon the 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five Subject to Section 7.12(c) below, within thirty (30) days after the acquisition or formation occurrence of any (ievent described in Section 7.12(b)(ii)(A) Domestic Subsidiary or (iiB) below with respect to any Foreign Subsidiary that is a direct Subsidiary of a Loan Party: Material Subsidiary, 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; 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 Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the 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. Notwithstanding ; provided that the forgoingforegoing requirements of this clause (b) shall apply only if: (i) RESERVED; or (ii) (A) Such Material Subsidiary which is an Unencumbered Property Owner, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoingor 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 requirements set forth in Section 7.10(bBorrower or any Subsidiary of the Parent or Borrower; or (B) shall not apply As to any Domestic other Material Subsidiary; such Material Subsidiary (or any other Subsidiary that is a direct Subsidiary of a Foreign directly or indirectly own an Equity Interest in such Material Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent) Guarantees, or otherwise result becomes obligated in a material adverse tax consequencerespect 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.

Additional Subsidiaries. Within forty-five days If, at any time, either the Borrower or any of its respective Subsidiaries shall form any new Subsidiary after the acquisition date of this Agreement (this subsection not constituting authority to form a new Subsidiary), the Borrower or formation of any such Subsidiary, as the case may be, shall (i) cause such new Subsidiary (other than a Foreign Subsidiary) to execute and deliver a Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary Subsidiaries' Guarantee in favor of a Loan Party: (a) notify the Administrative Agent thereof substantially in writing, together with the (i) jurisdiction form of formationExhibit B-1, (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 cause such Subsidiary is a Domestic new Subsidiary (other than an Excluded Subsidiariesa Foreign Subsidiary) to execute and deliver a Domestic Subsidiary Security Agreement in favor of the Administrative Agent substantially in the form of Exhibit B-8, unless the Borrower otherwise consents in writing), and (iii) cause each holder of any Capital Stock of such Person Subsidiary to (i) become a Guarantor by executing and delivering pledge 100% of such Capital Stock to the Administrative Agent pursuant to a Joinder Pledge Agreement or substantially in the form of Exhibit B-4, provided that if the grant of such other documents a pledge would be reasonably likely to result in the Borrower incurring income tax liability (as determined by the Administrative Agent shall deem appropriate for such purpose, Borrower and (ii) upon the request of the Administrative Agent in its sole discretion, deliver agreed to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to by the Administrative Agent. Notwithstanding ) pursuant to Subpart F of the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoingCode, the requirements set forth in Section 7.10(b) shall not apply to any property pledged pursuant hereto will be that property which can be pledged without incurring such liability, and provided, further each of such Subsidiaries' Guarantee, Domestic Subsidiary that is a direct Subsidiary of a Foreign SubsidiarySecurity Agreements and Pledge Agreement shall be accompanied by such resolutions, if such requirements would cause incumbency certificates and legal opinions as are reasonably requested by the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequenceAdministrative Agent.

Additional Subsidiaries. Within forty-five days after (a) At the time of the acquisition or formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (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 RedHill Parent 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) except as provided below, if such Subsidiary (x) is a Domestic Subsidiary organized under the laws of the United States, any state thereof, or the District of Columbia or (other than an Excluded Subsidiariesy) owns any Talicia Asset, unless any Acquired Asset, any property or right located in the Borrower otherwise consents United States, or any property or right relating in writing)any material respect to the Exploitation of any Product in the United States, in each case, cause such 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 deem appropriate for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g), in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that any documents required by this Section 7.12(a)(ii) of the type referred to in Section 5.01(g)(vi) and the Collateral Access Agreements requested by the Administrative Agent pursuant to this clause (ii) shall be delivered within five days of such acquisition or formation. (b) If RedHill Parent or any Subsidiary transfers any Talicia Asset, any Acquired Asset, any property or right located in the United States, or any property or right relating in any material respect to the Exploitation of any Product in the United States, to a Subsidiary that is not a Loan Party, immediately cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five days (a) Promptly, and in any event within ten Business Days after any additional Subsidiary is formed or acquired after the acquisition Execution Date, notify the Administrative Agent and the Lenders thereof and, after the Funding Date, cause any Equity Interest in and Indebtedness of such Subsidiary owned by or formation on behalf of any Loan Party to be added to the Collateral (i) Domestic except that the Loan Parties shall not be required to pledge more than 65% of the outstanding voting Equity Interests in any first-tier Foreign Subsidiary or (ii) and shall not be required to pledge any of the Equity Interests in any Foreign Subsidiary that is not a direct Subsidiary of 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 first-tier Foreign Subsidiary); 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 belowafter the Funding Date, if such Subsidiary is a Domestic Subsidiary (other than an Excluded SubsidiariesSubsidiary, unless the Borrower otherwise consents in writing), cause such Person to (i) promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a Guarantor by executing “Guarantor” and delivering to “Lien Grantor” for purposes of the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, Loan Documents and (ii) upon the 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 clauses (iii) and (iv) of Section 4.02(b) and customary 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five days after Simultaneously with (or such longer period as the acquisition Administrative Agent may provide at its sole option) any Acquisition or the formation of any (i) Domestic Subsidiary or (ii) any Foreign Subsidiary that is a direct Subsidiary of a Loan PartySubsidiary: (a) notify the Administrative Agent thereof in writing, together with the following information with respect to the target of such Acquisition: (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) except within thirty (30) days (in each case, or such later date as provided below, if such Subsidiary is a Domestic may be approved in writing by the Administrative Agent at its sole option) of any Subsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing)Subsidiary) being formed, cause such Person each Subsidiary formed to (iA) become a Borrower or Guarantor (to be determined by the Administrative Agent absent the prior direction of and the Required Lenders in their sole discretion) by executing and delivering to the Administrative Administrative (c) Agent a Joinder Agreement joinder agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purpose, and (iiB) upon the 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. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would 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 the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.