Common use of Domestic Subsidiaries Clause in Contracts

Domestic Subsidiaries. If any additional Domestic Subsidiary is formed or acquired after the Closing Date, the Borrower will notify the Administrative Agent thereof and the Borrower will promptly, but in any event within 30 days (or such longer period as the Administrative Agent may agree) of such formation or acquisition: (i) deliver all documentation as the Administrative Agent may reasonably require to evidence the authority of such Subsidiary to execute, deliver and perform the Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; (ii) cause such Domestic Subsidiary to become a Guarantor under the Guaranty Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement in the form specified therein, whereby such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents; (iii) cause all of the Capital Stock in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Capital Stock to execute and deliver to the Administrative Agent a supplement to the Security Agreement in the form specified therein, (iv) deliver or cause to be delivered to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Capital Stock of such Domestic Subsidiary is certificated) and take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Capital Stock; (v) cause such Domestic Subsidiary to become a “Grantor” under the Security Agreement by executing and delivering to the Administrative Agent a supplement to the Security Agreement in the form specified therein, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent in all of its assets constituting Collateral under the Security Agreement to secure the Obligations, and (vi) take whatever action (including delivering properly completed UCC financing statements) that may be necessary in the opinion of the Administrative Agent to vest in the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the assets of such Domestic Subsidiary purported to be subject to the Security Agreement.

Domestic Subsidiaries. If The Parent or the Borrower will give prompt notice to the Administrative Agent of the creation or acquisition by the Parent, directly or indirectly, of any additional new Domestic Subsidiaries (or, with respect to any Domestic Subsidiary is formed not a Guarantor on the Closing Date, prompt notice of any such Domestic Subsidiary becoming a material Domestic Subsidiary) and will cause all such material Domestic Subsidiaries to become Guarantors hereunder and pledge Collateral as provided herein. With respect to any new Domestic Subsidiary created or acquired after the Closing Date (or, with respect to any Domestic Subsidiary not a Guarantor on the Closing Date, such Domestic Subsidiary becoming a material Domestic Subsidiary after the Borrower will notify the Administrative Agent thereof and the Borrower Closing Date), such Domestic Subsidiary will promptly, but in any event within 30 days forty-five (or such longer period as the Administrative Agent may agree45) of such formation or acquisition: (i) deliver all documentation as the Administrative Agent may reasonably require to evidence the authority of such Subsidiary to executedays, deliver and perform the Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; (ii) cause such Domestic Subsidiary to become a Guarantor under the Guaranty Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement in the form specified therein, whereby such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents; (iii) cause all of the Capital Stock in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Capital Stock to execute and deliver to the Administrative Agent and Collateral Agent a supplement guaranty agreement, security agreement, pledge agreement or joinder agreements reasonably acceptable to the Security Agreement Administrative Agent and the Collateral Agent in the form specified thereinmultiple counterparts, (iv) deliver and take all such actions, and execute and deliver, or cause to be delivered executed and delivered, all such documents, instruments, agreements and certificates as may be requested by the Administrative Agent or the Collateral Agent, in their reasonable discretion, including the items relating to Collateral described in Section 5, as applicable, including, among other things, copies of resolutions and Organizational Documents, incumbency certificates and legal opinions in form, scope and substance reasonably acceptable to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Capital Stock of such Collateral Agent. For purposes hereof, a “material Domestic Subsidiary” shall mean a Domestic Subsidiary is certificated) and take of the Parent that has more than $250,000 in total assets or cause to be taken such other actions as may be necessary to provide $500,000 in total revenues. Notwithstanding the Administrative Agent with a first priority perfected pledge foregoing, the Subsidiaries of and security interest in such Capital Stock; (v) cause such the Borrower which are not “material Domestic Subsidiary to become a “GrantorSubsidiaries” under the Security Agreement by executing and delivering to the Administrative Agent a supplement to the Security Agreement shall not, in the form specified thereinaggregate, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent have more than $1,000,000 in all of its total assets constituting Collateral under the Security Agreement to secure the Obligations, and (vi) take whatever action (including delivering properly completed UCC financing statements) that may be necessary or $2,000,000 in the opinion of the Administrative Agent to vest in the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the assets of such Domestic Subsidiary purported to be subject to the Security Agreementtotal revenues.

Domestic Subsidiaries. If any additional Domestic Subsidiary is formed In the event that on or acquired after the Closing Effective Date, any Person shall become a Domestic Subsidiary, or any Subsidiary (other than a Subsidiary Guarantor) shall at any time be a Domestic Subsidiary, the Borrower will shall (i) notify the Administrative Agent in writing thereof and the Borrower will promptlywithin ten Business Days thereof, but in any event within 30 days (or such longer period as the Administrative Agent may agree) of such formation or acquisition: (i) deliver all documentation as the Administrative Agent may reasonably require to evidence the authority of such Subsidiary to execute, deliver and perform the Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; (ii) cause such Domestic Subsidiary to become a Guarantor under the Guaranty Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement in the form specified therein, whereby such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents; (iii) cause all of the Capital Stock in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Capital Stock Person to execute and deliver to the Administrative Agent a supplement Guarantee Supplement (as defined in the Subsidiary Guarantee) and to become a party to each applicable Security Document in the manner provided therein within 15 Business Days thereafter and to promptly take such actions to create and perfect Liens on such Person's assets to secure such Person's obligations under the Loan Documents as the Administrative Agent or the Required Lenders shall reasonably request, (iii) cause any shares of Capital Stock (if evidenced by certificated securities) of such new Domestic Subsidiary owned by or on behalf of any Loan Party to be pledged pursuant to the Security Agreement in the form specified thereinwithin 15 Business Days thereafter, (iv) cause the Borrower (and any other Loan Party which makes a loan or similar advance to such new Domestic Subsidiary) to deliver or cause an Intercompany Note executed by such new Domestic Subsidiary and endorsed by the Borrower (and any such other Loan Party) to be delivered to be pledged pursuant to the Security Agreement within 15 Business Days thereafter, (v) cause each such new Domestic Subsidiary to deliver to the Administrative Agent all certificates and undated stock powers duly executed in blank any shares of Capital Stock (to the extent the if evidenced by certificated securities) of, or promissory notes evidencing Indebtedness of, any Subsidiary that are owned by or on behalf of such new Domestic Subsidiary within 15 Business Days after such Subsidiary is formed or acquired (except that, if any such Subsidiary is a Material Foreign Subsidiary, shares of Capital Stock of such Domestic Subsidiary is certificated) and take or cause Person to be taken such other actions as so pledged may be necessary to provide limited as provided in subsection (b) below and, if requested by the Administrative Agent with a first priority perfected respect to the pledge of Capital Stock of a Material Foreign Subsidiary, the Administrative Agent shall receive the documents referred to in subsection (b)(iii) below), and security interest in such Capital Stock; (vvi) cause such Domestic Subsidiary to become a “Grantor” under the Security Agreement by executing and delivering deliver to the Administrative Agent a supplement Perfection Certificate with respect to such Subsidiary, such additional Financing Statements, Grants of Security Interest and Powers of Attorney (as each such term is defined in the Security Agreement in the form specified thereinAgreement) certificates, whereby such Domestic Subsidiary shall grant a security interest to instruments and opinions as the Administrative Agent in all of its assets constituting Collateral under the Security Agreement to secure the Obligations, and (vi) take whatever action (including delivering properly completed UCC financing statements) that may be necessary in the opinion of the Administrative Agent to vest in the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the assets of such Domestic Subsidiary purported to be subject to the Security Agreementrequest.

Domestic Subsidiaries. If The Parent or the Borrower will give prompt notice to the Administrative Agent of the creation or acquisition by the Parent, directly or indirectly, of any additional new Domestic Subsidiaries (or, with respect to any Domestic Subsidiary not a Guarantor on the ClosingAmendment No. 1 Effective Date, prompt notice of any such Domestic Subsidiary becoming a material Domestic Subsidiary) (including, without limitation, upon the formation of any Subsidiary that is formed a Delaware Divided LLC) and will cause all such material Domestic Subsidiaries to become Guarantors hereunder and pledge Collateral as provided herein. With respect to any new Domestic Subsidiary created or acquired after the Closing ClosingAmendment No. 1 Effective Date (or, with respect to any Domestic Subsidiary not a Guarantor on the ClosingAmendment No. 1 Effective Date, such Domestic Subsidiary becoming a material Domestic Subsidiary after the Borrower will notify the Administrative Agent thereof and the Borrower ClosingAmendment No. 1 Effective Date), such Domestic Subsidiary will promptly, but in any event within 30 days forty-five (or such longer period as the Administrative Agent may agree45) of such formation or acquisition: (i) deliver all documentation as the Administrative Agent may reasonably require to evidence the authority of such Subsidiary to executedays, deliver and perform the Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; (ii) cause such Domestic Subsidiary to become a Guarantor under the Guaranty Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement in the form specified therein, whereby such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents; (iii) cause all of the Capital Stock in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Capital Stock to execute and deliver to the Administrative Agent and Collateral Agent a supplement guaranty agreement, security agreement, pledge agreement or joinder agreements reasonably acceptable to the Security Agreement Administrative Agent and the Collateral Agent in the form specified thereinmultiple counterparts, (iv) deliver and take all such actions, and execute and deliver, or cause to be delivered executed and delivered, all such documents, instruments, agreements and certificates as may be requested by the Administrative Agent or the Collateral Agent, in their reasonable discretion, including the items relating to Collateral described in Section 5, as applicable, including, among other things, copies of resolutions and Organizational Documents, incumbency certificates and legal opinions in form, scope and substance reasonably acceptable to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Capital Stock of such Collateral Agent. For purposes hereof, a “material Domestic Subsidiary” shall mean a Domestic Subsidiary is certificated) and take of the Parent that has more than $250,000 in total assets or cause to be taken such other actions as may be necessary to provide $500,000 in total revenues. Notwithstanding the Administrative Agent with a first priority perfected pledge foregoing, the Subsidiaries of and security interest in such Capital Stock; (v) cause such the Borrower which are not “material Domestic Subsidiary to become a “GrantorSubsidiaries” under the Security Agreement by executing and delivering to the Administrative Agent a supplement to the Security Agreement shall not, in the form specified thereinaggregate, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent have more than $1,000,000 in all of its total assets constituting Collateral under the Security Agreement to secure the Obligations, and (vi) take whatever action (including delivering properly completed UCC financing statements) that may be necessary or $2,000,000 in the opinion of the Administrative Agent to vest in the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the assets of such Domestic Subsidiary purported to be subject to the Security Agreementtotal revenues.

Domestic Subsidiaries. If With respect to any additional Person that is or becomes a Domestic Subsidiary is formed or acquired of a Loan Party after the Closing DateDate (other than any Excluded Subsidiary), the Borrower will notify the Administrative Agent thereof Borrowers shall promptly (and the Borrower will promptly, but in any event within 30 sixty (60) days (after such person becomes a Domestic Subsidiary, or such longer period as in the sole discretion of the Administrative Agent may agreeAgent) of such formation or acquisition: (i) deliver all documentation as to the Administrative Agent may reasonably require to evidence the authority certificates, if any, representing all of the Equity Interests of such Domestic Subsidiary owned by a Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests that are Loan Parties, and, to the extent required by any Loan Document, all intercompany notes owing from such Domestic Subsidiary to execute, deliver any Loan Party together with instruments of transfer executed and perform the Loan Documents to which it is delivered in blank by a party and to evidence the existence and good standing duly authorized officer of such Subsidiary; Loan Party, (ii) cause such new Domestic Subsidiary (A) to become a Guarantor under the Guaranty Agreement by executing and delivering to the Administrative Agent a Guaranty Supplement in duly executed Joinder Agreement (or such other document as the form specified thereinAdministrative Agent shall deem reasonably appropriate for such purpose) and such other documentation as the Administrative Agent shall reasonably request, whereby such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents; , (iiiB) cause all of the Capital Stock in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Capital Stock to execute and deliver to the Administrative Agent a joinder or supplement to the Security Agreement in or such other document as the form specified thereinAdministrative Agent shall deem reasonably appropriate for such purpose, (iv) deliver or cause to be delivered grant to the Administrative Agent Agent, for its benefit and for the benefit of the other Secured Parties, a security interest in all certificates and undated stock powers duly executed in blank Collateral (subject to the extent exceptions specified in the Capital Stock of Security Agreement) owned by such Domestic Subsidiary is certificated) and take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Capital Stock; (v) cause such Domestic Subsidiary to become a “Grantor” under the Security Agreement by executing and delivering to the Administrative Agent a supplement to the Security Agreement in the form specified therein, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent in all of its assets constituting Collateral under the Security Agreement to secure the Obligations, and (viC) to take whatever action (including delivering properly completed UCC financing statements) that may be all actions necessary or reasonably advisable in the opinion of the Administrative Agent to vest cause the Lien created by the applicable Collateral Document to be duly perfected to the extent required by such agreement in accordance with all applicable requirements of Law (with first priority, subject only to Permitted Liens), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, for (iii) deliver to the benefit Administrative Agent documents of the Secured Parties, a first priority perfected security interest types referred to in the assets of Section 4.01(b) with respect to such Domestic Subsidiary purported and, if requested by the Administrative Agent, customary opinions of counsel (which shall cover, among other things, the legality, validity, binding effect, enforceability, creation and perfection of the documentation referred to be subject above), all in form, content and scope reasonably satisfactory to the Administrative Agent and (iv) deliver to the Administrative Agent updated Schedules 5.20(a), 5.20(b), 5.21(b)(i), 5.21(b)(ii) and 5.21(g), and updated Schedules to the Security Agreement, as are necessary such that, as updated, such Schedules would be accurate and complete in all material respects.

Domestic Subsidiaries. If any additional Domestic Subsidiary (other than an Excluded Subsidiary) is formed or acquired after the Original Closing DateDate and constitutes a Restricted Subsidiary, (a) the Borrower will Representative shall notify the Administrative Agent thereof and the Borrower will promptly, but in any event writing within 30 days ten (10) Business Days (or such longer period as the Administrative Agent may agree) in the case of any such formation Domestic Subsidiary that owns, operates or acquisition: holds a Franchise and twenty (i20) deliver all documentation Business Days (or such longer period as the Administrative Agent may reasonably require agree) in the case of any other such Domestic Subsidiary, in each case, after the date on which such Domestic Subsidiary is formed or acquired, (b) within thirty (30) calendar days after the Administrative Agent’s request therefor, the Borrower Representative shall (i) unless such Domestic Subsidiary becomes a Borrower pursuant to evidence the authority of Section 5.17, cause such Domestic Subsidiary to executeduly execute and deliver either (x) a joinder agreement to become a guarantor of the [*****] Obligations under, deliver and perform subject to the Loan Documents terms and conditions of, the [*****] Guaranty Agreement (together with all schedules and information thereto appropriately completed with respect to which it is a party and to evidence the existence and good standing of such Subsidiary) or (y) a joinder agreement to become a guarantor of the Obligations under, and subject to the terms and conditions of, the Guaranty Agreement (together with all schedules and information thereto appropriately completed with respect to such Subsidiary) (provided that the Borrower Representative shall determine in its sole discretion which of the foregoing joinder agreements such Domestic Subsidiary shall deliver under this clause (i); provided, further, that if such Domestic Subsidiary is not a Franchise or does not own or operate a Franchise (and is not otherwise restricted from doing so under any Franchise Agreement, Framework Agreement or other similar agreement between any Manufacturer and any Subsidiary) it shall deliver the joinder agreement under sub-clause (y) above), (ii) cause such Domestic Subsidiary to become deliver a Guarantor under joinder agreement to the Guaranty Security Agreement providing for the creation of Liens on the Collateral owned by executing such Domestic Subsidiary as security for the [*****] Obligations or Obligations, as applicable (together with all schedules and delivering information thereto appropriately completed with respect to such Subsidiary), (iii) cause such Domestic Subsidiary to deliver a joinder agreement to the Pledge Agreement providing for the pledge of any Equity Interests held by such Subsidiary pursuant to the Pledge Agreement (except to the extent that Equity Interests constitute Excluded Property) (together with all schedules and information thereto appropriately completed with respect to such Subsidiary), (iv) cause such Domestic Subsidiary to deliver a joinder agreement to the Escrow Agreement providing for, to the extent not constituting Excluded Property, the pledge of the proceeds of any Equity Interests constituting Excluded Property held by such Domestic Subsidiary of a Franchise or any indirect owner thereof (other than GPB Prime) pursuant to the Escrow Agreement (together with all schedules and information thereto appropriately completed with respect to such Subsidiary), (v) deliver, or cause to delivered, any and all certificates representing Equity Interests held by such Domestic Subsidiary that are required to be delivered pursuant to the Security Documents (and, except with respect to certificates delivered pursuant to a Escrow Agreement, accompanied by undated stock powers or other appropriate instrument of transfer executed in blank), (vi) take such other actions as may be reasonably required by the Administrative Agent a Guaranty Supplement in such that all of the form specified therein, whereby Equity Interests (except to the extent that such Equity Interests constitute Excluded Property) issued by any such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents; (iii) cause all of the Capital Stock in such Domestic Subsidiary to be pledged as security for the [*****] Obligations or the Obligations, as applicable, pursuant to such Credit Documents in form and substance reasonable satisfactory to the Administrative Agent Agent, as may be required under applicable Laws to secure the Obligations by causing the direct owners effectuate a fully enforceable first priority pledge of such Capital Stock to execute Equity Interests and deliver to the Administrative Agent a supplement to the Security Agreement in the form specified therein, (ivvii) deliver or cause to be delivered to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Capital Stock of UCC financing statements naming such Domestic Subsidiary is certificated) as “Debtor” and take or cause to be taken such other actions as may be necessary to provide naming the Administrative Agent with a first priority perfected pledge of and security interest in such Capital Stock; (v) cause such Domestic Subsidiary to become a “Grantor” under the Security Agreement by executing and delivering to the Administrative Agent a supplement to the Security Agreement in the form specified therein, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent in all of its assets constituting Collateral under the Security Agreement to secure the Obligations, and (vi) take whatever action (including delivering properly completed UCC financing statements) that may be necessary in the opinion of the Administrative Agent to vest in the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest Parties as “Secured Party,” in form and substance sufficient in the assets reasonable opinion of the Administrative Agent and its counsel for filing in each applicable UCC filing office in which filing is necessary or advisable to perfect the Administrative Agent’s Liens in the Collateral granted by such Domestic Subsidiary under the Security Documents, (c) within thirty (30) calendar days after the Administrative Agent’s request therefor, the Borrower Representative shall provide evidence reasonably satisfactory to the Administrative Agent that all Taxes, filing fees and recording fees related to the perfection of the Liens on the Collateral owned by such Domestic Subsidiary have been paid (subject to Section 5.15.3 below) and (d) if requested by the Administrative Agent in its reasonable discretion, the Borrower Representative shall deliver, or cause to be delivered, an opinion of counsel reasonably satisfactory to the Administrative Agent as to customary matters in connection with the joinder of such Domestic Subsidiary purported to be subject to the Security AgreementCredit Documents.

Domestic Subsidiaries. If any additional The Company agrees that it shall cause each Domestic Subsidiary that is formed a Material Subsidiary and that is not a Borrower to guarantee the payment and performance of the Obligations pursuant to the Guaranty to be executed by such Subsidiary prior to or acquired substantially concurrent with the Borrower’s execution of this Agreement. Contemporaneously with the creation or acquisition of any Domestic Subsidiary after the Closing DateDate that is a Material Subsidiary but that does not become a Borrower or in the event that any Domestic Subsidiary that was not previously a Material Subsidiary becomes a Material Subsidiary, within ten Business Days after delivery of the Borrower will notify Compliance Certificate to the Administrative Agent thereof reflecting such fact and the Borrower will promptly, but in any event within 30 days (or such longer period as receipt of the necessary documents for execution from the Administrative Agent may agree) of such formation or acquisition: Agent, the Company shall (i) deliver all documentation as the Administrative Agent may reasonably require to evidence the authority of such Subsidiary to execute, deliver and perform the Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; (ii) cause such Domestic Subsidiary to become a Guarantor under guarantee the Guaranty Agreement payment and performance of the Obligations by executing and delivering to the Administrative Agent an Accession Agreement, (ii) deliver a Guaranty Supplement certificate covering the same matters described in the form specified therein, whereby clause (iii) of Section 3.1(a) with respect to such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents; and (iii) if requested by the Administrative Agent, deliver an opinion of Borrowers’ counsel with respect thereto covering the matters previously opined on with regard to each Guarantor. The Company agrees that it shall cause all each Domestic Subsidiary that is a Material Subsidiary but that is not a Guarantor or does not become a Guarantor pursuant to this Section 2.18(a) to become a Borrower pursuant to a Borrower Joinder. Contemporaneously with the execution and delivery of the Capital Stock in such Domestic Subsidiary to be pledged to Borrower Joinder, the Administrative Agent to secure the Obligations by causing the direct owners of such Capital Stock to execute and deliver to the Administrative Agent a supplement to the Security Agreement in the form specified therein, Company shall (iv) deliver or cause to be delivered to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Capital Stock of such Domestic Subsidiary is certificated) and take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Capital Stock; (vi) cause such Domestic Subsidiary to become deliver a “Grantor” under certificate covering the Security Agreement by executing and delivering same matters described in clause (iii) of Section 3.1(a) with respect to the Administrative Agent a supplement to the Security Agreement in the form specified therein, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent in all of its assets constituting Collateral under the Security Agreement to secure the ObligationsSubsidiary, and (viii) take whatever action (including delivering properly completed UCC financing statements) that may be necessary in the opinion of the Administrative Agent to vest in if requested by the Administrative Agent, for deliver an opinion of Company’s counsel with respect thereto covering the benefit of the Secured Parties, a first priority perfected security interest in the assets of matters previously opined on with regard to each Borrower and (iii) cause such Domestic Subsidiary purported and the other Borrowers to be subject to the Security Agreementexecute replacement Revolving Note and Swing Line Note.

Domestic Subsidiaries. If In the event that (x) any additional Person becomes a Domestic Subsidiary is formed of a Loan Party, (y) any Loan Party or acquired any of their Subsidiaries, limited liability companies, other entities or other Persons divides or splits itself or an existing Subsidiary otherwise creates a new Domestic Subsidiary, then within twenty (20) days after the Closing Date, the Borrower will notify such event (or such later date agreed by the Administrative Agent thereof and the Borrower will promptly, but (in any event within 30 days (or such longer period as the Administrative Agent may agreeits sole discretion)) of such formation or acquisition: (i) deliver all documentation as the Administrative Agent may reasonably require to evidence the authority of such Subsidiary to execute, deliver and perform the Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; Parties shall (iia) cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Guaranty Agreement applicable Collateral Documents by executing and delivering to the Administrative Agent and the Lenders a Guaranty Supplement joinder or Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all Subsidiary Accession Requirements, and all such formalities, opinions, documents, instruments, agreements, and certificates and other requirements as are similar to those described in Schedule E to the form specified thereinReaffirmation and Omnibus Amendment Agreement, whereby such Section 3.01 and Section 6.26 of this Agreement delivered with respect to Domestic Subsidiary shall guarantee Subsidiaries on the obligations Closing Date (or required to be delivered as part of the post-closing obligations described in Section 6.26), or that are requested by the Agents or the Lenders and necessary or desirable to protect, evidence or perfect the security interest of the Collateral Agent in a manner similar to the Liens and assets granted by the existing Loan Parties under the Loan Documents; (iii) cause all of existing Collateral Documents and/or to comply with the Capital Stock in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Capital Stock to execute Collateral and deliver to the Administrative Agent a supplement to the Security Agreement in the form specified therein, (iv) deliver or cause to be delivered to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Capital Stock of such Domestic Subsidiary is certificated) and take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Capital Stock; (v) cause such Domestic Subsidiary to become a “Grantor” under the Security Agreement Guarantee Requirement either by executing and delivering to the Administrative Agent Agents a counterpart or supplement to the existing Security Agreement Documents or such new documents as are necessary or desirable to evidence, grant or perfect a First Priority Lien in the form specified therein, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent assets in all favor of its assets constituting Collateral under the Security Agreement to secure the Obligations, and (vi) take whatever action (including delivering properly completed UCC financing statements) that may be necessary in the opinion of the Administrative Agent to vest in the Administrative Agent, for the benefit of the Secured PartiesLenders (including, a first priority perfected security interest in the assets without limitation, any pledges of such Domestic Subsidiary purported Equity Interests (other than with respect to be subject Excluded Assets), any counterparts or joinders to the Security Intercompany Subordination Agreement., together with any powers, certificates, registrations, filings, control agreements, intellectual property security agreements, local law Mortgages, security documents, Collateral Documents and/or equivalents required in connection therewith). 105