Common use of Domestic Subsidiaries Clause in Contracts

Domestic Subsidiaries. If any Domestic Subsidiary (other than an Excluded Subsidiary) is formed or acquired after the Original Closing Date and constitutes a Restricted Subsidiary, (a) the Borrower Representative shall notify the Administrative Agent in writing within ten (10) Business Days (or such longer period as the Administrative Agent may agree) in the case of any such Domestic Subsidiary that owns, operates or holds a Franchise and twenty (20) Business Days (or such longer period as the Administrative Agent may 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 Section 5.17, cause such Domestic Subsidiary to duly execute and deliver either (x) 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) 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 deliver a joinder agreement to the Security Agreement providing for the creation of Liens on the Collateral owned by such Domestic Subsidiary as security for the [*****] Obligations or Obligations, as applicable (together with all schedules and 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 such that all of the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property) issued by any such Domestic Subsidiary shall 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, as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of such Equity Interests and (vii) deliver or cause to be delivered to the Administrative Agent UCC financing statements naming such Domestic Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form and substance sufficient in the 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 to the Credit Documents.

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 new Domestic Subsidiaries (or, with respect to any Domestic Subsidiary (other than an Excluded Subsidiary) is formed or acquired after not a Guarantor on the Original Closing Date and constitutes a Restricted SubsidiaryDate, (a) the Borrower Representative shall notify the Administrative Agent in writing within ten (10) Business Days (or such longer period as the Administrative Agent may agree) in the case prompt notice of any such Domestic Subsidiary that owns, operates or holds becoming a Franchise and twenty (20) Business Days (or such longer period as the Administrative Agent may agree) in the case of any other such material Domestic Subsidiary, in each case, ) 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 date Closing Date (or, with respect to any Domestic Subsidiary not a Guarantor on which the Closing Date, such Domestic Subsidiary is formed or acquired, (b) within thirty (30) calendar days becoming a material Domestic Subsidiary after the Administrative Agent’s request thereforClosing Date), the Borrower Representative shall (i) unless such Domestic Subsidiary becomes a Borrower pursuant to Section 5.17will promptly, cause such Domestic Subsidiary to duly but in any event within forty-five (45) days, execute and deliver either (x) 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) 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 deliver a joinder agreement to the Security Agreement providing for the creation of Liens on the Collateral owned by such Domestic Subsidiary as security for the [*****] Obligations or Obligations, as applicable (together with all schedules and 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 such that all of the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property) issued by any such Domestic Subsidiary shall 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, as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of such Equity Interests and (vii) deliver or cause to be delivered to the Administrative Agent UCC financing statements naming such Domestic Subsidiary as “Debtor” and naming the Administrative Collateral Agent for the benefit of the Secured Parties as “Secured Party,” in form and substance sufficient in the reasonable opinion of a guaranty agreement, security agreement, pledge agreement or joinder agreements reasonably acceptable to 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 discretionmultiple counterparts, the Borrower Representative shall and take all such actions, and execute and deliver, or cause to be executed and delivered, an opinion 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 counsel resolutions and Organizational Documents, incumbency certificates and legal opinions in form, scope and substance reasonably satisfactory acceptable to the Administrative Agent as to customary matters in connection with and the joinder of such Collateral Agent. For purposes hereof, a “material Domestic Subsidiary” shall mean a Domestic Subsidiary to of the Credit DocumentsParent that has more than $250,000 in total assets or $500,000 in total revenues. Notwithstanding the foregoing, the Subsidiaries of the Borrower which are not “material Domestic Subsidiaries” shall not, in the aggregate, have more than $1,000,000 in total assets or $2,000,000 in total revenues.

Domestic Subsidiaries. If any additional Domestic Subsidiary (other than an Excluded Subsidiary) is formed or acquired after the Original Closing Date and constitutes a Restricted SubsidiaryDate, (a) the Borrower Representative shall will notify the Administrative Agent thereof and the Borrower will promptly, but in writing any event within ten (10) Business Days 30 days (or such longer period as the Administrative Agent may agree) in the case of any such Domestic Subsidiary that owns, operates formation or holds a Franchise and twenty acquisition: (20i) Business Days (or such longer period deliver all documentation as the Administrative Agent may agree) in reasonably require to evidence the case authority 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 Section 5.17, cause such Domestic Subsidiary to duly execute execute, deliver and deliver either (x) perform the Loan Documents to which it is a joinder agreement party and to become a guarantor evidence the existence and good standing 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) 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 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 joinder agreement supplement to the Security Agreement providing for in the creation of Liens on the Collateral owned by such Domestic Subsidiary as security for the [*****] Obligations or Obligations, as applicable (together with all schedules and 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)form specified therein, (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 such that all of the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property) issued by any such Domestic Subsidiary shall 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, as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of such Equity Interests and (vii) deliver or cause to be delivered to the Administrative Agent UCC financing statements naming 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 “Debtor” and naming 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 as “Secured Party,” in form and substance sufficient Parties, a first priority perfected security interest in the 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 assets of such Domestic Subsidiary purported to be subject to the Credit DocumentsSecurity 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 new Domestic Subsidiaries (or, with respect to any Domestic Subsidiary (other than an Excluded Subsidiary) is formed or acquired after not a Guarantor on the Original Closing Date and constitutes a Restricted SubsidiaryClosingAmendment No. 1 Effective Date, (a) the Borrower Representative shall notify the Administrative Agent in writing within ten (10) Business Days (or such longer period as the Administrative Agent may agree) in the case prompt notice of any such Domestic Subsidiary that ownsbecoming a material Domestic Subsidiary) (including, operates or holds a Franchise and twenty (20) Business Days (or such longer period as without limitation, upon the Administrative Agent may agree) in the case formation of any other Subsidiary that is a Delaware Divided LLC) and will cause all such material Domestic Subsidiary, in each case, Subsidiaries to become Guarantors hereunder and pledge Collateral as provided herein. With respect to any new Domestic Subsidiary created or acquired after the date ClosingAmendment No. 1 Effective Date (or, with respect to any Domestic Subsidiary not a Guarantor on which the ClosingAmendment No. 1 Effective Date, such Domestic Subsidiary is formed or acquired, (b) within thirty (30) calendar days becoming a material Domestic Subsidiary after the Administrative Agent’s request thereforClosingAmendment No. 1 Effective Date), the Borrower Representative shall (i) unless such Domestic Subsidiary becomes a Borrower pursuant to Section 5.17will promptly, cause such Domestic Subsidiary to duly but in any event within forty-five (45) days, execute and deliver either (x) 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) 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 deliver a joinder agreement to the Security Agreement providing for the creation of Liens on the Collateral owned by such Domestic Subsidiary as security for the [*****] Obligations or Obligations, as applicable (together with all schedules and 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 such that all of the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property) issued by any such Domestic Subsidiary shall 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, as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of such Equity Interests and (vii) deliver or cause to be delivered to the Administrative Agent UCC financing statements naming such Domestic Subsidiary as “Debtor” and naming the Administrative Collateral Agent for the benefit of the Secured Parties as “Secured Party,” in form and substance sufficient in the reasonable opinion of a guaranty agreement, security agreement, pledge agreement or joinder agreements reasonably acceptable to 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 discretionmultiple counterparts, the Borrower Representative shall and take all such actions, and execute and deliver, or cause to be executed and delivered, an opinion 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 counsel resolutions and Organizational Documents, incumbency certificates and legal opinions in form, scope and substance reasonably satisfactory acceptable to the Administrative Agent as to customary matters in connection with and the joinder of such Collateral Agent. For purposes hereof, a “material Domestic Subsidiary” shall mean a Domestic Subsidiary to of the Credit DocumentsParent that has more than $250,000 in total assets or $500,000 in total revenues. Notwithstanding the foregoing, the Subsidiaries of the Borrower which are not “material Domestic Subsidiaries” shall not, in the aggregate, have more than $1,000,000 in total assets or $2,000,000 in total revenues.

Domestic Subsidiaries. If In the event that (x) any Person becomes a Domestic Subsidiary of a Loan Party, (y) any Loan Party or any of their Subsidiaries, limited liability companies, other than entities or other Persons divides or splits itself or an Excluded Subsidiary) is formed or acquired after the Original Closing Date and constitutes existing Subsidiary otherwise creates a Restricted new Domestic Subsidiary, (a) the Borrower Representative shall notify the Administrative Agent in writing then within ten (10) Business Days (or such longer period as the Administrative Agent may agree) in the case of any such Domestic Subsidiary that owns, operates or holds a Franchise and twenty (20) Business Days days after such event (or such longer period as the Administrative Agent may agree) in the case of any other such Domestic Subsidiary, in each case, after the later 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 Section 5.17, cause such Domestic Subsidiary to duly execute and deliver either (x) 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) 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 deliver a joinder agreement to the Security Agreement providing for the creation of Liens on the Collateral owned by such Domestic Subsidiary as security for the [*****] Obligations or Obligations, as applicable (together with all schedules and 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 agreed by the Administrative Agent (in its sole discretion)) the Loan Parties shall (a) cause such that all of Subsidiary to become a Guarantor hereunder and a Grantor under the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property) issued applicable Collateral Documents by any such Domestic Subsidiary shall be pledged as security for the [*****] Obligations or the Obligations, as applicable, pursuant to such Credit Documents in form executing and substance reasonable satisfactory to the Administrative Agent, as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of such Equity Interests and (vii) deliver or cause to be delivered delivering to the Administrative Agent UCC financing statements naming such Domestic Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form and substance sufficient in the reasonable opinion of the Administrative Agent and its counsel for filing in each applicable UCC filing office in which filing is necessary Lenders a joinder or advisable to perfect the Administrative Agent’s Liens in the Collateral granted by such Domestic Subsidiary under the Security DocumentsCounterpart Agreement, (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 (db) if requested by the Administrative Agent in its reasonable discretion, the Borrower Representative shall take all such actions and execute and deliver, or cause to be executed and delivered, an opinion of counsel reasonably satisfactory 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 Administrative Reaffirmation and Omnibus Amendment Agreement, Section 3.01 and Section 6.26 of this Agreement delivered with respect to Domestic Subsidiaries on the 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 existing Collateral Documents and/or to comply with the Collateral and Guarantee Requirement either by executing and delivering to the Agents a counterpart or supplement to the existing Security Documents or such new documents as are necessary or desirable to customary matters evidence, grant or perfect a First Priority Lien in such assets in favor of Collateral Agent, for the benefit of the Lenders (including, without limitation, any pledges of Equity Interests (other than with respect to Excluded Assets), any counterparts or joinders to the 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 with the joinder of such Domestic Subsidiary to the Credit Documents.therewith). 105

Domestic Subsidiaries. If In the event that on or after the Effective Date, any Person shall become a Domestic Subsidiary, or any Subsidiary (other than an Excluded Subsidiarya Subsidiary Guarantor) is formed or acquired after the Original Closing Date and constitutes shall at any time be a Restricted Domestic Subsidiary, (a) the Borrower Representative shall (i) notify the Administrative Agent in writing thereof within ten (10) Business Days (or such longer period as the Administrative Agent may agree) in the case of any such Domestic Subsidiary that owns, operates or holds a Franchise and twenty (20) Business Days (or such longer period as the Administrative Agent may 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 Section 5.17, cause such Domestic Subsidiary to duly execute and deliver either (x) 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) 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)thereof, (ii) cause such Domestic Subsidiary Person to execute and deliver a joinder agreement to the Administrative Agent a Guarantee Supplement (as defined in the Subsidiary Guarantee) and to become a party to each applicable Security Agreement providing for Document in the creation of 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 Collateral owned by such Domestic Subsidiary Loan Documents as security for the [*****] Obligations Administrative Agent or Obligations, as applicable (together with all schedules and information thereto appropriately completed with respect to such Subsidiary)the Required Lenders shall reasonably request, (iii) cause any shares of Capital Stock (if evidenced by certificated securities) of such new Domestic Subsidiary to deliver a joinder agreement to the Pledge Agreement providing for the pledge owned by or on behalf of any Equity Interests held by such Subsidiary Loan Party to be pledged pursuant to the Pledge Security 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)within 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 an Intercompany Note executed by such new Domestic Subsidiary and endorsed by the Borrower (and any such other Loan Party) to be to be pledged pursuant to the Security Agreement within 15 Business Days thereafter, (v) cause each such new 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 such that all of the Equity Interests (except to the extent that such Equity Interests constitute Excluded Property) issued by any such Domestic Subsidiary shall 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, as may be required under applicable Laws to effectuate a fully enforceable first priority pledge of such Equity Interests and (vii) deliver or cause to be delivered to the Administrative Agent UCC financing statements naming any shares of Capital Stock (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 Person to be so pledged may be limited as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” provided in form and substance sufficient in the 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 Documentssubsection (b) below and, (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 discretionwith respect to the pledge of Capital Stock of a Material Foreign Subsidiary, the Borrower Representative Administrative Agent shall deliverreceive the documents referred to in subsection (b)(iii) below), or cause to be delivered, an opinion of counsel reasonably satisfactory and (vi) deliver to the Administrative Agent a Perfection Certificate with respect to such Subsidiary, such additional Financing Statements, Grants of Security Interest and Powers of Attorney (as to customary matters each such term is defined in connection with the joinder of such Domestic Subsidiary to Security Agreement) certificates, instruments and opinions as the Credit DocumentsAdministrative Agent may request.