Common use of Formation or Acquisition of Subsidiaries Clause in Contracts

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or Borrower and such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Guarantor shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary to provide to Agent and the Lenders a joinder to this Agreement or Credit Partyany Guaranty to cause such Subsidiary to become a co-borrower or Guarantor, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documentstogether with such appropriate financing statements and/or Control Agreements, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Agent and the Collateral Lenders (including being sufficient to grant Agent, for the ratable benefit of the Lenders, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging to Agent, for the ratable benefit of the Lenders, all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent; provided, that with respect to any Foreign Subsidiary or FSHCO, in the event that Agent, the Lenders and Borrower mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary and/or FSHCO, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or FSHCO, and/or (iii) the pledge by Borrower of a good standing certificate for such New Subsidiary certified by the Secretary of State perfected security interest in one hundred percent (or the equivalent thereof100%) of its jurisdiction the stock, units or other evidence of organizationownership of each Foreign Subsidiary and/or each FSHCO, incorporation would reasonably be expected to have an adverse tax effect on Borrower, then Borrower shall only be required to grant and pledge to Agent, for the ratable benefit of the Lenders, a perfected security interest in up to sixty-five percent (65%) of the stock, units or formation (where applicable other evidence of ownership of such Foreign Subsidiary and/or FSHCO, in the subject jurisdiction)each case owned directly by Borrower; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Agent all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if and substance reasonably satisfactory to the extent applicable Agent, including, at Agent’s request, one or more opinions of counsel reasonably satisfactory to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of Agent, which in its reasonable opinion is appropriate with respect to the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable (other than an Excluded Subsidiary) to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation (where applicable in the subject jurisdiction)or acquisition of such Subsidiary; and (cd) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Borrower, Lenders and the Collateral Agent hereby agree that any New such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any Credit Party direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and, if reasonably requested by Collateral Agent or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Lender; (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent and the Lenders a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to cause such Subsidiary to become a co-borrower hereunder, or other Collateral Documentsa Guaranty, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Collateral Agent and the Lenders (including being sufficient to grant Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a first priority Lien (it being acknowledged that the Collateral Agentmay be subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (iiib) a good standing certificate for provide to Collateral Agent and each Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such New new Subsidiary certified by to the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationextent constituting Collateral, incorporation or formation (where applicable in the subject jurisdiction); form and substance satisfactory to Collateral Agent and each Lender, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Collateral Agent and the Lenders, all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if substance satisfactory to Collateral Agent and the Lenders, which in its opinion is appropriate with respect to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above; provided, however, that solely in the circumstance in which Borrower or any joinder contemplated Subsidiary creates or acquires a Foreign Subsidiary, in an acquisition approved by clause the Required Lenders, (ai) above or such Foreign Subsidiary shall not be required to guarantee the date Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such New Subsidiary provides any guarantee Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, and to each Lender a perfected security interest in more than sixty-five percent (65%) of the Obligations as contemplated by Section 5.12voting stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent and each Lender that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the voting stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; provided, further, that any Foreign Subsidiary shall not own any Intellectual Property unless and until Borrower has delivered a pledge agreement under the local law governing such Foreign Subsidiary, in form and substance satisfactory to Collateral Agent and the Lenders, granting and pledging to Collateral Agent, for the ratable benefit of Lenders, and to each Lender, a perfected security interest in sixty five percent (65%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary, together all other documentation in form and substance satisfactory to Collateral Agent and the Lenders. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionAcquisition (other than an Asset Acquisition in the ordinary course of business), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If At the time that Borrower forms any Credit Party direct or indirect domestic Subsidiary or acquires any of its Subsidiaries at any time direct or indirect domestic Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizesBorrower shall (a) cause, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days (or of such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) belowacquisition, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security Loan Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documentsto cause such Subsidiary to become a co-borrower hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired domestic Subsidiary, other than Intellectual Property and only to the extent of 65% of the equity interest in any foreign Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew domestic Subsidiary, incorporation or formation (where applicable in the subject jurisdiction); form and substance satisfactory to Bank, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if and substance satisfactory to the extent applicable Bank which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above. At the time that Borrower forms any joinder contemplated by clause direct or indirect foreign Subsidiary or acquires any direct or indirect foreign Subsidiary after the Effective Date, Borrower shall (a) above or cause, within thirty (30) days of such acquisition, such new Subsidiary to provide to Bank a guaranty of Borrower’s Obligations under the date Loan Agreement to cause such New Subsidiary provides any guarantee to become a Guarantor hereunder, (b) provide to Bank appropriate certificates and powers and financing statements, pledging sixty-five percent (65%) of the Obligations as contemplated voting power of all capital stock of such new foreign Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Borrower represents, to the best of its knowledge, that the ownership interests of SAJAN SOFTWARE LIMITED, SAJAN SPAIN, S.L. and SAJAN SINGAPORE PTE. LTD. (“Shares”) are not certificated and, thus, the Bank shall not require the delivery of such ownership interests; provided, however, promptly upon certification, Borrower shall deliver the Shares representing sixty-five percent (65%) of the voting power of each such Foreign Subsidiary (the “Pledged Shares”) to the Bank, accompanied by Section 5.12an instrument of assignment duly executed in blank by Borrower, and Borrower shall cause the books of each entity whose shares are part of the Pledged Shares and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuance of an Event of Default, Bank may effect the transfer of the Pledged Shares into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party or any Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of its their Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (a “New Subsidiary”) or if and in any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Collateral Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent may agree and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in its sole their reasonable discretion) after ), or acquiring the Equity Interests of any other Person that results in such incorporationPerson becoming a Subsidiary. In connection with the foregoing, organizationthe Loan Parties shall deliver to the Agent and the Lenders, formation with respect to each new Guarantor or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or applicable agreements as the Agent or any Lender may reasonably request with respect to execute any new Subsidiary that signs and deliver to the Collateral Agent delivers a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Documenttax forms.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries (other than Excluded Subsidiaries) at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (other than an Excluded Subsidiary) (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Security Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the such Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation (where applicable in the subject jurisdiction)or acquisition of such Subsidiary; and (cd) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Borrower, Lenders and the Collateral Agent hereby agree that any New such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.6 hereof, at the time that Borrower forms any Credit Party direct or indirect Subsidiary or acquires any of its Subsidiaries at any time direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizes, forms or acquires Borrower shall (including by a Stock Acquisitiona) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, case of the formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) belowa Domestic Subsidiary, such Credit Party will cause such New new Domestic Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Lender a joinder to the Security Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Lender (including being sufficient to grant Lender a Lien in and to the form attached thereto) and any relevant IP Agreement assets of such newly formed or other Collateral Documentsacquired Domestic Subsidiary), as applicable; (b) such Credit Party will deliver (or cause to be delivered) subject to the Collateral Agent (i) truelast sentence of this Section 6.10 and the Subordination Agreement, correct provide to Lender appropriate certificates and complete copies powers and financing statements, pledging all of the Operating Documents of direct or beneficial ownership interest in such New new Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationLender, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary provide to satisfy Lender all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if and substance reasonably satisfactory to the extent applicable Lender, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.10 shall be a Loan Document. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.6 hereof, at the time that Borrower forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary after the Effective Date, Borrower shall pledge sixty-five percent (65%) of the outstanding voting equity interests and one hundred percent (100%) of outstanding non-voting equity interests of each Foreign Subsidiary directly owned by a Borrower or Subsidiary, in each instance, to Lender to secure the Obligations, promptly after formation or acquisition of such Foreign Subsidiary. Within thirty (30) days of the Effective Date, Borrower shall cause RMG Ltd. to execute and deliver an English law mortgage debenture (substantially in the form of the English law mortgage debenture previously delivered by RMG Ltd. in favor of SVB in connection with the SVB Loan Facility, mutatis mutandis, or as otherwise reasonably acceptable to Lender), pursuant to which RMG Ltd. will charge by way of fixed and floating charge all of RMG Ltd.’s present and future undertaking, property and assets to secure the Obligations.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires a Domestic Subsidiary (including by a Stock Acquisitionother than an Excluded Subsidiary) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent Lender may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Domestic Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent Lender a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Security Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent Lender (i) true, correct and complete copies of the Operating Documents of such New Domestic Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the such Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral AgentLender) and (iii) a good standing certificate for such New Domestic Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to Lender a Perfection Certificate, updated to reflect the formation (where applicable in the subject jurisdiction)or acquisition of such Domestic Subsidiary; and (cd) such Credit Party Borrower will cause such New Domestic Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Domestic Subsidiary. The parties hereto Borrower and Lender hereby agree that any New such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Subject to the limitations in Section 5.14(b), if Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) , concurrently therewith, Borrower will notify Lender in writing regarding such formation or if any Credit Party makes an Asset Acquisitionacquisition and, as promptly as practicable but and in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause if such Subsidiary is a Domestic Subsidiary that is not an Excluded Subsidiary or a CFC Holding Company, (ci) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent Lender a joinder to the Security Agreement and, if applicable, the IP Agreements and any other relevant Collateral Document, (ii) without limiting clause (a)(i) above, such Subsidiary will, and Borrower will cause such Subsidiary to, satisfy all conditions and requirements contained in the form attached theretothis Agreement (including Section 5.14) and any relevant IP Agreement each other Loan Document (including the Security Agreement) if and to the extent applicable to such Subsidiary, (iii) Borrower will deliver a certificate executed by a Responsible Officer of Borrower or other Collateral Documents, such Subsidiary that all such conditions and requirements have been satisfied (such certificate to be in form and substance reasonably satisfactory to Lender) and (iv) such Subsidiary shall constitute a Guarantor and a Credit Party for all purposes hereunder as applicableof the date of formation or acquisition of such Subsidiary; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent Lender (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the such Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral AgentLender) and (iii) a good standing certificate (or equivalent certification if available in the case of a Subsidiary that is incorporated or organized under the laws of a jurisdiction other than the United States) for such New Subsidiary Subsidiary, certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction)organization; and (c) Borrower will deliver to Lender a Perfection Certificate, updated to reflect the formation or acquisition of such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above Any document or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument Contract executed or issued pursuant to this Section 5.13 5.15 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after Notwithstanding and without limiting the Tranche A Closing Date incorporatesnegative covenants contained in Sections 7.3 and 7.7 hereof, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days in the case of a Domestic Subsidiary (excluding a US Holdco) or ninety (90) days in the case of a Foreign Subsidiary and/or US Holdco (or such longer period later date as the Collateral Agent may agree Bank shall determine, in its sole but reasonable discretion) after such incorporation, organization, formation following the date that Borrower or acquisition any Guarantor forms any direct or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New indirect Subsidiary or Credit Partyacquires any direct or indirect Subsidiary after the Effective Date, Borrower or such Guarantor, as applicable, shall (a) cause such new Subsidiary to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to become a co-borrower hereunder or other Collateral Documentsa Guaranty to become a Guarantor hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction); form and substance reasonably satisfactory to Bank and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above; provided, that with respect to any joinder contemplated by clause Foreign Subsidiary and/or US Holdco, in the event that Borrower provides Bank evidence reasonably satisfactory to Bank that (ai) above or the date grant of a continuing pledge and security interest in and to the assets of any such New Foreign Subsidiary provides any guarantee and/or US Holdco, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) (iii) the pledge by Borrower of a perfected security interest in more than two-thirds of the stock, units or other evidence of ownership of each Foreign Subsidiary or US Holdco and/or (iv) the provision of a joinder to become co-borrower under this Agreement by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof), would be expected to have a material adverse tax effect on the Borrower, then the Borrower shall: (A) if such Foreign Subsidiary and/or US Holdco is a first-tier Subsidiary of Borrower, be required only to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary and/or US Holdco (it being understood that none of the assets of such Foreign Subsidiary and/or US Holdco will in such case be pledged to Bank as contemplated Collateral and that such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) will neither guaranty the Obligations of the Borrower nor become a co-borrower under this Agreement) and (B) if such Subsidiary is a Subsidiary of a Foreign Subsidiary and/or US Holdco, not be required to (x) grant or pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of such Subsidiary, or any assets thereof or (y) have such Subsidiary guaranty the Obligations of the Borrower or become a co-borrower under this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any Subsidiary of Borrower be required to grant security or provide a guaranty of the Obligations to Bank to the extent that (A) Borrower provides Bank evidence reasonably acceptable to Bank that (i) such grant of security or guaranty would violate any applicable law or any contractual obligation (and in the case of such contractual obligation, not entered into in contemplation of the acquisition or formation of such Subsidiary) or (ii) would require governmental (including regulatory) consent, approval, license or authorization to provide security or give a guarantee, unless such consent, approval, license or authorization has been received or (B) Borrower and Bank mutually agree that the cost or other consequences of providing a guarantee or granting security shall be excessive in view of the benefits obtained by Section 5.12the Bank therefrom. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.11 shall be a Loan Document. The foregoing requirements of this Section 6.11 shall not apply to any Immaterial Foreign Subsidiary, and so long as Borrower maintains the Minimum Balance, Borrower shall be permitted to create any such Immaterial Foreign Subsidiary upon five (5) Business Days prior written notice to Bank.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, within seven (7) days of the date that Borrower or any Credit Loan Party or any of its Subsidiaries at Affiliate thereof forms any time after the Tranche A Closing Date incorporates, organizes, forms direct or indirect Subsidiary or acquires (including by any direct or indirect Subsidiary as a Stock Acquisition) a Subsidiary (including by division) other than result of an Excluded Subsidiary (a “New Subsidiary”) Approved Acquisition or if any Credit Party makes an Asset Acquisitionotherwise, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Borrower shall (a) without limiting cause such new Subsidiary to provide to Agent the generality Joinder Agreements and a completed Perfection Certificate in form and substance satisfactory to Agent, (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of clause the direct or beneficial ownership interest in such new Subsidiary (to the extent the same constitutes Collateral), in form and substance satisfactory to Agent, (c) below, such Credit Party will cause such New new Subsidiary and each financial institution or Credit Party, as applicable, to bank holding any Deposit Accounts or Securities Accounts in the extent required or applicable name of such new Subsidiary to execute and deliver Control Agreements with respect to any Deposit Accounts or Securities Accounts held in the name of any such Loan Party to the Collateral Agent extent such Control Agreements would be required pursuant to Section 7.11 of this Agreement, (d) ensure that such Subsidiary would be in compliance with any provisions hereof affecting a joinder to the Security Agreement Loan Party (in the form attached theretoincluding without limitation those provisions of Article VII hereof) and any relevant IP Agreement or (e) provide to Agent all other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be documentation in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of Agent that in its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary opinion is appropriate with respect to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above, including all documentation and other information which Agent may reasonably request with respect to any joinder contemplated by clause (a) above new Subsidiary that signs and delivers a Joinder Agreements in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Documentother applicable tax forms.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizesBorrower shall, forms or acquires (including by a Stock Acquisition) a at Bank’s request with respect to any Foreign Subsidiary (including by division) other than an Excluded subject to the provisions set forth below), and in any event with respect to any Domestic Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to become a co-borrower hereunder or other Collateral Documentsa Guaranty to become a Guarantor hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction)form and substance satisfactory to Bank; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document. Notwithstanding the foregoing, (i) with respect to any Foreign Subsidiary formed or acquired by Borrower, and any such Foreign Subsidiary has total asset with a book value of less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then such Foreign Subsidiary shall not be required to become a party to the Loan Documents as a “Borrower” or “Guarantor” hereunder, and Borrower shall, at Bank’s request, grant and pledge to Bank a perfected security interest in up to sixty-six percent (66%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary and one hundred percent (100%) of all other non-voting stock, units or other evidence of ownership of such Foreign Subsidiary; (ii) Borrower shall not be required to cause any of the Irish Subsidiary, the UK Subsidiary and/or the Canadian Subsidiary to comply with this Section 6.13 until requested by Bank, in its good faith business discretion; and (iii) Borrower shall not be required to cause TTAGG, Inc., a Delaware corporation to comply with this Section 6.13.”

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7 hereof, at the time that Borrower or any of its Subsidiaries at Guarantor forms any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Immaterial Subsidiary) or acquires any Subsidiary (other than an Immaterial Subsidiary) after the Effective Date (including, without limitation, pursuant to a “New Division), Borrower and such Guarantor shall if requested by Bank, (a) cause such new Subsidiary (including, for the avoidance of doubt, any Subsidiary which fails to maintain the criteria set forth in the definition of Immaterial Subsidiary”) to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or if any Credit Party makes an Asset Acquisition, a guaranty to become a Guarantor hereunder (as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree determined by Bank in its sole discretion) after such incorporation), organizationtogether with documentation, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentof such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank; provided, however, if Borrower can demonstrate to Bank’s satisfaction, determined in its commercially reasonable discretion, that pledging in excess of sixty-five percent (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof65%) of its jurisdiction the capital stock of organizationany Foreign Subsidiary would cause an adverse tax consequence for Borrower or such new Foreign Subsidiary, incorporation or formation then Borrower shall be required to pledge only sixty-five percent (where applicable in 65%) of the subject jurisdiction)stock of such newly created Foreign Subsidiary; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation reasonably requested by Bank in this Agreement (form and substance reasonably satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5.14 shall be a Loan Document. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any of Borrower’s existing Subsidiaries in existence as of the date hereof.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Each Borrower will, at the time that any Credit Loan Party forms or incorporates any of its Subsidiaries at direct or indirect Subsidiary (other than with respect to a Subsidiary to which the Required Lenders shall agree otherwise in writing) or acquires any time direct or indirect Subsidiary (other than with respect to a Subsidiary to which the Required Lenders shall agree otherwise in writing) (including any Acquisition Subsidiary) after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) in any such case other than an Excluded Subsidiary (a “New Subsidiary”) CFC to the extent such CFC becoming a Loan Party would have a material adverse tax consequence to the Borrowers as determined by them in good faith in consultation with the Required Lenders), within 20 days of such formation, incorporation or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days acquisition (or such longer period later date as permitted by the Collateral Agent may agree Required Lenders in its their sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Partyto provide to Agent a “Grantor Joinder” to the Guaranty and Security Agreement, together with such other security agreements, as applicablewell as appropriate financing statements, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Collateral AgentLiens) in and (iii) a good standing certificate for to the types of assets of such New newly formed, incorporated or acquired Subsidiary certified by included as “Collateral” under the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdictionGuaranty and Security Agreement); and (cb) such Credit Party will cause such New Subsidiary provide to satisfy Agent all requirements contained in this Agreement (other documentation, including Section 5.12) and each other Loan Document if and one or more opinions of counsel reasonably satisfactory to the extent applicable Required Lenders, which, in their opinion, is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date applicable documentation referred to above. Borrowers shall comply with the provisions of this Section 5.11 with respect to each Inactive Subsidiary no later than 30 days after the Closing Date, unless such New Inactive Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12has been dissolved and ceases to exist prior to such date. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5.11 shall be constitute a Loan Document. Notwithstanding anything to the contrary contained herein, it is understood and agreed that, unless otherwise agreed to by the Borrowers and the Required Lenders, each Subsidiary of Pernix Ireland Pain shall become a party to the Guaranty and Security Agreement by providing to Agent a “Guarantor Joinder” on the same unsecured basis as Pernix Ireland Pain, Pernix Ireland, Pernix Holdco 1, Pernix Holdco 2 and Pernix Holdco 3.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, (i) at any Credit Party time that Ultimate Parent or any of its Domestic Subsidiaries at forms any time after the Tranche A Closing Date incorporates, organizes, forms direct or indirect Domestic Subsidiary or acquires (including by a Stock Acquisition) a Subsidiary (including by division) any direct or indirect Domestic Subsidiary, in each case, other than an Excluded Subsidiary (a “New Immaterial Subsidiary”) or if any , after the Effective Date, the Credit Party makes an Asset AcquisitionParties shall, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Domestic Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) Loan Documents to cause such Domestic Subsidiary to become a Credit Party will deliver (hereunder or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies a Guarantor of the Operating Documents obligations of Borrower hereunder (as determined by Bank in its reasonable discretion), together with such New Subsidiaryappropriate documents, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank, necessary to grant Bank a first priority Lien (subject to Permitted Liens) in and to any Collateral of such newly formed or acquired Domestic Subsidiary, (b) provide to Bank such amendment(s) to the Loan Documents to cause the pledge of 100% of the capital stock of such Domestic Subsidiary as Collateral Agent) and (iii) a good standing certificate for deliver to Bank appropriate an stock certificates, stock powers, and financing statements pledging 100% of the capital stock of such New Domestic Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary provide to satisfy all requirements contained Bank, in this Agreement (including Section 5.12) form and each other Loan Document substance reasonably satisfactory to Bank, any officers’ certificates, resolutions and financing statements and, if and requested by Bank, opinions of counsel reasonably satisfactory to the extent applicable Bank, which in Bank’s opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above and (ii) at any joinder contemplated by clause (atime that Ultimate Parent or any of its Domestic Subsidiaries forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary, in each case, other than an Immaterial Subsidiary, after the Effective Date, the Credit Parties shall, provide to Bank such amendment(s) above or to the date such New Subsidiary provides any guarantee Loan Documents to cause the pledge of 66% of the Obligations voting capital stock of such Foreign Subsidiary owned by Ultimate Parent or a Domestic Subsidiary of Ultimate Parent, in each case, other than an Immaterial Subsidiary, as contemplated by Section 5.12Collateral and deliver to Bank appropriate stock certificates and stock powers (if certificated), and financing statements pledging 66% of the voting capital stock of such Foreign Subsidiary. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.12 shall be a Loan Document. Notwithstanding the foregoing, in the event that the Credit Parties make an Investment in any Non-Wholly-Owned Subsidiary, the Credit Parties shall not be required to comply with the provisions of this Section 6.12; provided, however, that at no time shall the aggregate amount of all such Investments in Non-Wholly-Owned Subsidiaries exceed Ten Million Dollars ($10,000,000).

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) ), including any Intercompany Reorganization Subsidiary, other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionAcquisition (including pursuant to the Intercompany Reorganization), such Credit Party shall (x) notify the Collateral Agent in writing no later than five (5) days prior to such incorporation, organization, formation or acquisition or Asset Acquisition (to the extent such incorporation, organization, formation or acquisition or Asset Acquisition will result in an entity becoming a Credit Party under the terms hereof) or the election of an Excluded Subsidiary to become a Credit Party, and (y) as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset AcquisitionAcquisition or if an Excluded Subsidiary elects to become a Credit Party: (a) without limiting the generality of clause (c) below, such Credit Party or Excluded Subsidiary, as applicable, will cause such New Subsidiary Subsidiary, Credit Party or Credit PartyExcluded Subsidiary, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) ), a joinder to the Intercompany Subordination Agreement and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party or Excluded Subsidiary, as applicable, will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary or Excluded Subsidiary, as applicable, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary or Excluded Subsidiary, as applicable, are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary or Excluded Subsidiary, as applicable, certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party or Excluded Subsidiary, as applicable, will cause such New Subsidiary or Excluded Subsidiary, as applicable, to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary or Excluded Subsidiary, as applicable. The parties hereto agree that any New Subsidiary or Excluded Subsidiary, as applicable, shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary or Excluded Subsidiary, as applicable, provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (other than an Excluded Subsidiary) (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty (30) days [**] (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the such Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation (where applicable in the subject jurisdiction)or acquisition of such Subsidiary; and (cd) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Borrower, Lenders and the Collateral Agent hereby agree that any New such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any Credit Party direct or indirect Subsidiary or acquires any of its Subsidiaries at any time direct or indirect Subsidiary after the Tranche A Closing Effective Date incorporates(including, organizeswithout limitation, forms or acquires (including by pursuant to a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionDivision), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Borrower shall (a) without limiting the generality of clause (c) belowwith respect to Domestic Subsidiaries only, such Credit Party will cause such New new Domestic Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent and the Lenders a joinder to the Security Loan Agreement to cause such Domestic Subsidiary to become a co‑borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Collateral Agent and the Lenders (including being sufficient to grant Collateral Agent, for the ratable benefit of the Lenders, a first priority Lien (subject to Permitted Liens) in and to the form attached thereto) and any relevant IP Agreement assets of such newly formed or other Collateral Documentsacquired Domestic Subsidiary), as applicable; (b) such Credit Party will deliver (or cause provide to be delivered) to the Collateral Agent (i) trueand the Lenders appropriate certificates and powers and financing statements, correct and complete copies pledging all of the Operating Documents of direct or beneficial ownership interest in such New Subsidiarynew Subsidiary to Collateral Agent, (ii) a Secretary’s Certificate, certifying that for the copies ratable benefit of the Operating Documents of such New Subsidiary are trueLenders, correct in form and complete substance satisfactory to Collateral Agent and the Lenders, and (such Secretary’s Certificate c) provide to be Collateral Agent or the Lenders all other documentation in form and substance reasonably satisfactory to Collateral Agent and the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of Lenders, which in its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary opinion is appropriate with respect to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.11 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the affirmative covenant contained in Section 6.11 and the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any Credit Party direct or indirect Subsidiary or acquires any of its Subsidiaries at any time direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizesBorrower shall, forms or acquires (including unless otherwise directed by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionBank in writing, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security Loan Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to Permitted Liens (which may only have superior priority to Bank’s Lien as expressly permitted herein)) in and to the form attached thereto) and any relevant IP Agreement assets of such newly formed or other Collateral Documentsacquired Subsidiary), as applicable; (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Credit Party will deliver (new Subsidiary, in form and substance satisfactory to Bank; provided, that with respect to any Foreign Subsidiary formed or cause to be delivered) to acquired after the Collateral Agent Effective Date, in the event that Borrower and Bank mutually agree that (i) true, correct the grant of a continuing pledge and complete copies security interest in and to the assets of the Operating Documents of any such New Foreign Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies guaranty of the Operating Documents Obligations of the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have an adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such New Subsidiary are trueForeign Subsidiary, correct and complete (such Secretary’s Certificate c) provide to be Bank all other documentation in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary Bank, including one or more opinions of State (or the equivalent thereof) of counsel satisfactory to Bank, which in its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary opinion is appropriate with respect to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, within fifteen (15) days after the time that Borrower or any of its Pledged Subsidiaries at forms any time direct or indirect Domestic Subsidiary or Direct Foreign Subsidiary or acquires any direct or indirect Domestic Subsidiary or Direct Foreign Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizesBorrower shall notify Bank of such formation or acquisition and shall, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days (or such longer period as of receipt from Bank of the Collateral Agent may agree in its sole discretion) after such incorporationapplicable forms therefor, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to cause such Subsidiary to become a co-borrower hereunder or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies a Guaranty of the Operating Documents obligations of Borrower hereunder (as determined by Bank in its reasonable discretion), together with such New Subsidiaryappropriate financing statements and/or Control Agreements, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction); form and substance satisfactory to Bank, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance satisfactory to Bank, including Section 5.12) and each other Loan Document one or more opinions of counsel satisfactory to Bank if and requested by Bank, which in its opinion is appropriate with respect to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.11 shall be a Loan Document. All dividends and other distributions with respect to any of the Pledged Interests shall be subject to the security interest granted hereunder, provided, however, that any such cash dividends or distributions paid to Borrower or any other Credit Party as record owner of the Pledged Interests, to the extent otherwise permitted under this Agreement to be declared and paid, may be retained by Borrower or such Credit Party so long as no Event of Default shall have occurred and be continuing, free from any Liens hereunder. So long as no Event of Default shall have occurred and be continuing, the registration of the Pledged Interests in the name of Borrower or any other Credit Party (as the case may be) as record and beneficial owner shall not be changed to the name of Bank and Borrower or such Credit Party shall be entitled to exercise all voting and other rights and powers pertaining to the Pledged Interests for all purposes not inconsistent with the terms of this Agreement.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after Notwithstanding anything in the Tranche A Closing Date incorporatesLoan Documents to the contrary, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days of the date that any Loan Party forms any direct or indirect Subsidiary (other than any Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than any Immaterial Subsidiary), such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Loan Party shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or Joinder Agreement, together with such other Collateral Loan Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Agent and Required Lenders (including being sufficient to grant Agent, for itself and for the Collateral Agentbenefit of Lenders, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (iiib) a good standing certificate for provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such New new Subsidiary certified by (to the Secretary of State (or extent the equivalent thereof) of its jurisdiction of organizationsame constitutes Collateral), incorporation or formation (where applicable in the subject jurisdiction); form and substance satisfactory to Agent and Required Lenders, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Agent all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if substance satisfactory to Agent and Required Lenders that in its opinion is appropriate with respect to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above, including all documentation and other information which Agent may reasonably request with respect to any joinder contemplated by clause (a) above new Subsidiary that signs and delivers a Joinder Agreement in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms. For the date such New Subsidiary provides any guarantee avoidance of doubt, from and after consummation of the Obligations as contemplated by Section 5.12. Any documentOtonomo Acquisition, agreement or instrument executed or issued Borrower and its Subsidiaries shall be required to enter into applicable foreign law loan and security documents with respect to Otonomo and its Subsidiaries pursuant to (and within the timeframes set forth in) this Section 5.13 shall be a Loan Document6.10.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty sixty (3060) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after Notwithstanding and without limiting the Tranche A Closing Date incorporatesnegative covenants contained in Sections 7.3 and 7.7 hereof, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days in the case of a Domestic Subsidiary (excluding a US Holdco) or ninety (90) days in the case of a Foreign Subsidiary and/or US Holdco (or such longer period later date as the Collateral Agent may agree Bank shall determine, in its sole but reasonable discretion) after such incorporation, organization, formation following the date that Borrower or acquisition any Guarantor forms any direct or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New indirect Subsidiary or Credit Partyacquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower or such Guarantor, as applicable, shall (a) cause such new Subsidiary to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to become a co-borrower hereunder or other Collateral Documentsa Guaranty to become a Guarantor hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction); form and substance reasonably satisfactory to Bank and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above; provided, that with respect to any joinder contemplated by clause Foreign Subsidiary and/or US Holdco, in the event that Borrower provides Bank evidence reasonably satisfactory to Bank that (ai) above or the date grant of a continuing pledge and security interest in and to the assets of any such New Foreign Subsidiary provides any guarantee and/or US Holdco, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) (iii) the pledge by Borrower of a perfected security interest in more than two-thirds of the stock, units or other evidence of ownership of each Foreign Subsidiary or US Holdco and/or (iv) the provision of a joinder to become co-borrower under this Agreement by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof), would be expected to have a material adverse tax effect on the Borrower, then the Borrower shall: (A) if such Foreign Subsidiary and/or US Holdco is a first-tier Subsidiary of Borrower, be required only to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary and/or US Holdco (it being understood that none of the assets of such Foreign Subsidiary and/or US Holdco will in such case be pledged to Bank as contemplated Collateral and that such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) will neither guaranty the Obligations of the Borrower nor become a co-borrower under this Agreement) and (B) if such Subsidiary is a Subsidiary of a Foreign Subsidiary and/or US Holdco, not be required to (x) grant or pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of such Subsidiary, or any assets thereof or (y) have such Subsidiary guaranty the Obligations of the Borrower or become a co-borrower under this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any Subsidiary of Borrower be required to grant security or provide a guaranty of the Obligations to Bank to the extent that (A) Borrower provides Bank evidence reasonably acceptable to Bank that (i) such grant of security or guaranty would violate any applicable law or any contractual obligation (and in the case of such contractual obligation, not entered into in contemplation of the acquisition or formation of such Subsidiary) or (ii) would require governmental (including regulatory) consent, approval, license or authorization to provide security or give a guarantee, unless such consent, approval, license or authorization has been received or (B) Borrower and Bank mutually agree that the cost or other consequences of providing a guarantee or granting security shall be excessive in view of the benefits obtained by Section 5.12the Bank therefrom. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.11 shall be a Loan Document.Exhibit 10.1

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained herein (including Sections 6(b)(iii) and 6(b)(vi) hereof), at the time that the CompanyParent or any of its Subsidiaries at Subsidiary forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset AcquisitionEffective Date: (a) without limiting promptly, and in any event within five (5) Business Days of such formation or acquisition, provide written notice to Agent and the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete Holders together with certified copies of the Operating Documents for such Subsidiary (such notice a “New Subsidiary Notice”), and (b) promptly, and in any event within 15 days of such New Subsidiaryformation or creation: (1) take all such action as may be reasonably required by Agent to (x) cause each such new Subsidiary (other than Prohibited Subsidiary (as defined under the Senior Loan Agreement)) to provide to Agent a joinder to this Agreement pursuant to which such Subsidiary becomes a Guarantor hereunder, and (iiy) grant a Secretary’s Certificate, certifying that continuing pledge and security interest in and to the copies of the Operating Documents property of such New Subsidiary are trueconstituting Collateral (substantially as described on Annex I), correct in each case together with such appropriate financing statements, Account Control Agreements (to the extent required and complete (such Secretary’s Certificate subject to be the Intercreditor Agreement) and other documents, instruments and agreements reasonably requested by Agent, all in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement Agent (including Section 5.12being sufficient to grant Agent, for the benefit of the Holders, a second priority Lien (subject to Permitted Liens) and each other Loan Document if in and to the extent applicable property constituting Collateral of such newly formed or acquired Subsidiary), (2) subject to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for the Intercreditor Agreement, provide to Agent appropriate certificates and powers and financing statements, pledging all purposes hereunder as of the date direct or beneficial Equity Interests in such new Subsidiary, in form and substance satisfactory to Agent, and (3) provide to Agent all other documentation in form and substance satisfactory to Agent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5(a)(ix) shall be a Loan Note Document.. ​

Formation or Acquisition of Subsidiaries. If any Credit Party Excluding the Non-Operating Subsidiary, at the time that Borrower or any of its Subsidiaries at Subsidiary forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporatesDate, organizes, forms or acquires (including by a Stock Acquisition) a Borrower and such Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, which is a Domestic Subsidiary to the extent required or applicable provide to execute and deliver to the Collateral Agent and the Lenders a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documentsto cause such Subsidiary to become a co-borrower hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Collateral Agent and the Lenders (including being sufficient to grant Collateral AgentAgent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (iiib) a good standing certificate for such New Subsidiary certified by provide to Collateral Agent and the Secretary of State Lenders appropriate certificates and powers and financing statements, pledging all (or the equivalent thereofor, with respect to any Foreign Subsidiary, not more than sixty five percent (65%)) of its jurisdiction of organizationthe direct or beneficial ownership interest in such new Subsidiary, incorporation or formation (where applicable in form and substance satisfactory to Collateral Agent and the subject jurisdiction); Lenders, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Collateral Agent and the Lenders all requirements contained other documentation in this Agreement (form and substance satisfactory to Collateral Agent and the Lenders, including Section 5.12) one or more opinions of counsel satisfactory to Collateral Agent and each other Loan Document if and the Lenders, which in its opinion is appropriate with respect to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above; and provided that Collateral Agent and the Lenders reserve the right reasonably to require any joinder contemplated by clause (a) above or Subsidiary to become a secured guarantor hereunder, and execute documentation in connection therewith in form and substance satisfactory to Collateral Agent and the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12Lenders. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that a Co-Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Effective Date incorporates(including, organizeswithout limitation, forms pursuant to a Division), Co-Borrower and such Guarantor shall, (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or acquires a Guaranty to become a Guarantor hereunder (including as determined by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree Bank in its sole discretion) after ), together with such incorporationappropriate financing statements and/or Control Agreements, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary); provided, however if any such new Subsidiary is a Foreign Subsidiary then, so long as Co-Borrowers remain in compliance with the terms and conditions hereof including, but not limited to, the negative covenant set forth in Section 7.11 hereof and the restrictions on Permitted Investments in non-credit party Subsidiaries set forth herein, such new Foreign Subsidiary shall not be required to be a co-Borrower or Guarantor hereunder; (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank; provided, however, if any such new Subsidiary is a Foreign Subsidiary, so long as Co-Borrowers remain in compliance with the terms and conditions hereof including, but not limited to, the negative covenant set forth in Section 7.11 hereof and the restrictions on Permitted Investments in non-credit party Subsidiaries set forth herein, then Co-Borrower shall be required to pledge only sixty-five percent (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof65%) of its jurisdiction the direct or beneficial ownership interest of organization, incorporation or formation (where applicable in the subject jurisdiction)such new Foreign Subsidiary to Bank; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if and substance reasonably satisfactory to the extent applicable Bank which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof and subject to the post-closing period set forth in Section 6.15 with respect to any Credit Party or any Subsidiary of its Subsidiaries at any time after Parent that is located outside the Tranche A Closing Date incorporatesUnited States of America, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days (or such later date as reasonably agreed by Agent) of the date on which Borrower or any Guarantor (i) forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division, but for the avoidance of doubt, not for a Subsidiary that the Borrower designates by written notice to the Agent as an Immaterial Subsidiary) or (ii) informs the Agent that an Immaterial Subsidiary shall no longer period as the Collateral Agent may agree in its sole discretion) after be designated an Immaterial Subsidiary, Borrower and such incorporation, organization, formation or acquisition or Asset Acquisition: Guarantor shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary to provide to Agent a joinder to this Agreement to become a co-borrower hereunder or Credit Partya Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements (to the extent required by Section 6.8(c)), in each case, as applicable, all in form and substance satisfactory to Agent, in its good faith business judgment (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the extent required assets of such newly formed, acquired or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documentsdesignated Subsidiary), as applicable; (b) such Credit Party will deliver (or cause provide to be delivered) to the Collateral Agent (i) trueappropriate certificates and powers and financing statements, correct and complete copies pledging all of the Operating Documents of direct or beneficial ownership interest in such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary provide to satisfy Agent all requirements contained other documentation in this Agreement (form and substance reasonably satisfactory to Agent in its good faith business judgment, including Section 5.12) and each other Loan Document if and one or more opinions of counsel reasonably satisfactory to the extent applicable Agent, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above, in each case, as reasonably requested in writing by Agent (provided that no opinion shall be requested or required from Borrower, any joinder contemplated by clause (a) above Guarantor or the date any of their respective Subsidiaries in any jurisdiction where it is not customary for a borrower’s or guarantor’s counsel to provide such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12an opinion). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 (other than any of the foregoing that are not executed by the Borrower, including any financing statement) shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any of its Subsidiaries at Guarantor forms any time after the Tranche A Closing Date incorporates, organizes, forms direct or acquires (including by a Stock Acquisition) a indirect Subsidiary (including by division) other than an Excluded Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Effective Date (including, without limitation, pursuant to a “New Subsidiary”) Division), or if any Credit Party makes an Asset AcquisitionImmaterial Subsidiary no longer qualifies as such, as promptly as practicable but in no event later than thirty (30) days (or Borrower and such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Guarantor shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documentsto become a co-borrower hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Subsidiary, in form and substance reasonably satisfactory to Bank; provided, that with respect to any such Subsidiary that is a Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower by such Foreign Subsidiary and/or (iii) the pledge by Borrower of a good standing certificate for such New Subsidiary certified by the Secretary of State perfected security interest in one hundred percent (or the equivalent thereof100%) of its jurisdiction the stock, units or other evidence of organizationownership of such Foreign Subsidiary, incorporation would reasonably be expected to have a material adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or formation (where applicable in the subject jurisdiction)other evidence of ownership of such Foreign Subsidiary; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance reasonably satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel reasonably satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. If any Credit Party or any Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of its their Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (a “New Subsidiary”) or if and in any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Collateral Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent may agree and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in its sole their reasonable discretion) after ), or acquiring the Equity Interests of any other Person that results in such incorporationPerson becoming a Subsidiary. In connection with the foregoing, organizationthe Loan Parties shall deliver to the Agent and the Lenders, formation with respect to each new Guarantor or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) – (e), and 6.12 and such other documents or applicable agreements as the Agent or any Lender may reasonably request with respect to execute any new Subsidiary that signs and deliver to the Collateral Agent delivers a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Documenttax forms.

Formation or Acquisition of Subsidiaries. If (a) Upon the formation or acquisition by any Credit Loan Party of any direct wholly-owned or majority-owned Subsidiary (including any of its Subsidiaries Foreign Subsidiary) after the Closing Date (or at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New is no longer an Excluded Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than within thirty (30) days of such formation or acquisition (or such longer period later date as the Collateral permitted by Agent may agree in its sole discretion) after ), the Loan Parties, unless such incorporationSubsidiary is an Excluded Subsidiary, organization, formation or acquisition or Asset Acquisition: shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new wholly-owned or majority-owned Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a Guaranty in form and substance reasonably satisfactory to Agent, (b) cause such new wholly-owned or majority owned Subsidiary (other than Excluded Subsidiaries) to execute and deliver to Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or contemplated thereby, together with such other Collateral Documentssecurity documents, as applicable; well as appropriate financing statements (b) such Credit Party will deliver (or cause and with respect to be delivered) all owned Real Property subject to the Collateral Agent (i) truea Mortgage, correct and complete copies of the Operating Documents of such New Subsidiaryfixture filings), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Priority Liens) in and to the Collateral applicable assets of such newly formed or acquired wholly-owned Subsidiary (other than Excluded Subsidiaries)) which Lien is granted by such new wholly-owned Subsidiary in favor of Agent) and , on behalf of the Lender Group, under any of the Loan Documents (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationexcluding all Excluded Assets), incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit provide, or cause the applicable Loan Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement provide, to Agent a pledge agreement (including Section 5.12or addendum to the Security Agreement) and each other Loan Document if appropriate certificates and to the extent powers or financing statements, as applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for pledging all purposes hereunder as of the date of the execution direct or beneficial ownership interest in such new wholly-owned or majority-owned Subsidiary, each in form and delivery of any joinder contemplated by clause substance reasonably satisfactory to Agent and (ad) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12provide to Agent all other customary documentation. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.11, Section 5.12 or Section 5.13 shall be constitute a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, at the time that Borrower forms any Credit Party direct or indirect domestic Subsidiary (other than any indirect Subsidiary that is held by a foreign Subsidiary of Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms FSHCo) or acquires any direct or indirect domestic Subsidiary (including other than any indirect Subsidiary that is held by a Stock Acquisition) a foreign Subsidiary (including of Borrower or any FSHCo), Borrower shall provide prior written notice to Lender of the creation or acquisition of such new Subsidiary and take all such action required by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionLender to, as promptly as practicable but in no event later than within thirty (30) days (of such creation or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporationacquisitions, organization, formation or acquisition or Asset Acquisition: (a) without limiting cause such new domestic Subsidiary to provide to Lender a joinder to this Agreement to cause such domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or control agreements, all in form and substance satisfactory to Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the generality assets of clause such newly formed or acquired domestic Subsidiary), (b) provide to Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new domestic Subsidiary (to the extent the same constitutes Collateral), in form and substance satisfactory to Lender, and (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, provide to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or Lender all other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be documentation in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of Lender that in its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary opinion is appropriate with respect to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above. At any joinder contemplated by clause time that Borrower forms or acquires any direct or indirect foreign Subsidiary or FSHCo, Borrower shall, upon Lender’s request (a) above at Lender’s request, cause such new foreign Subsidiary to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or the date such New Subsidiary provides any guarantee acquired foreign Subsidiary), (b) provide to Lender appropriate certificates and powers and financing statements, pledging all of the Obligations as contemplated by Section 5.12. Any documentdirect or beneficial ownership interest in such new foreign Subsidiary or FSHCo not exceeding 65% of the voting power of all classes of capital stock of such foreign Subsidiary (to the extent the same constitutes Collateral), agreement or instrument executed or issued pursuant in form and substance satisfactory to this Section 5.13 shall be a Loan DocumentLender, and (c) provide to Lender all other documentation in form and substance satisfactory to Lender that in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Effective Date incorporates(including, organizeswithout limitation, forms or acquires (including by pursuant to a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionDivision), as promptly as practicable but in no event later than thirty (30) days (or Borrower and such longer period as the Collateral Agent may agree Guarantor shall, at Bank’s request in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to become a co-borrower hereunder or other Collateral Documentsa Guaranty to become a Guarantor hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary); provided that no Foreign Subsidiary shall be required to be a Guarantor or Borrower if Borrower can demonstrate to Bank’s Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. satisfaction, determined in its good faith business judgment, that the joinder of, or Guaranty by, such Foreign Subsidiary would cause an adverse tax consequence to Borrower under the Internal Revenue Code of 1986, as amended, (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank (iii) a provided, however, if Borrower can demonstrate to Bank’s satisfaction, determined in its good standing certificate for such New Subsidiary certified by the Secretary faith business judgment, that pledging in excess of State sixty-five percent (or the equivalent thereof65%) of its jurisdiction the capital stock of organizationany Foreign Subsidiary would cause an adverse tax consequence for Borrower or such new Foreign Subsidiary, incorporation or formation then Borrower shall be required to pledge only sixty-five percent (where applicable in 65%) of the subject jurisdictionstock of such newly created Foreign Subsidiary); and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if and substance satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, not later than ten (10) Business Days after the time that Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or Borrower and such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Guarantor shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security Loan Agreement to cause such Subsidiary to become a co-borrower or Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the form attached thereto) and any relevant IP Agreement assets of such newly formed or other Collateral Documentsacquired Subsidiary), as applicable; (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Credit Party will deliver new Subsidiary, in form and substance satisfactory to Bank, and (c) if reasonably requested by Bank, provide to Bank all other documentation in form and substance satisfactory to Bank, including one or cause more opinions of counsel satisfactory to be delivered) Bank, which in its opinion is appropriate with respect to the Collateral Agent execution and delivery of the applicable documentation referred to above; provided, that with respect to any Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) true, correct the grant of a continuing pledge and complete copies security interest in and to the assets of the Operating Documents of any such New Foreign Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies guaranty of the Operating Documents Obligations of the Borrower by any such New Foreign Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and and/or (iii) the pledge by Borrower of a good standing certificate for such New Subsidiary certified by the Secretary of State perfected security interest in one hundred percent (or the equivalent thereof100%) of its jurisdiction the stock, units or other evidence of organizationownership of each Foreign Subsidiary, incorporation could reasonably be expected to have an adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or formation (where applicable in the subject jurisdiction)other evidence of ownership of such Foreign Subsidiary; provided, further, that Borrower and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Bank mutually agree that any New Subsidiary Borrower’s sole obligation under this Section 6.12 with respect to Rubicon Malaysia shall constitute a Credit Party for all purposes hereunder as be to pledge sixty-five percent (65%) of the date stock, units or other evidence of the execution and delivery ownership of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12Rubicon Malaysia. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Effective Date incorporates(including, organizeswithout limitation, forms or acquires (including by pursuant to a Stock Acquisition) a Division), Borrower shall, at Bank’s request with respect to any Foreign Subsidiary (including by division) other than an Excluded subject to the provisions set forth below), and in any event with respect to any Domestic Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to become a co-borrower hereunder or other Collateral Documentsa Guaranty to become a Guarantor hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction)form and substance satisfactory to Bank; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document. Notwithstanding the foregoing, (i) with respect to any Foreign Subsidiary formed or acquired by Borrower, and any such Foreign Subsidiary has total asset with a book value of less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then such Foreign Subsidiary shall not be required to become a party to the Loan Documents as a “Borrower” or “Guarantor” hereunder, and Borrower shall, at Bank’s request, grant and pledge to Bank a perfected security interest in up to sixty-six percent (66%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary and one hundred percent (100%) of all other non-voting stock, units or other evidence of ownership of such Foreign Subsidiary; (ii) Borrower shall not be required to cause any of the Irish Subsidiary, the UK Subsidiary and/or the Canadian Subsidiary to comply with this Section 6.13 until requested by Bank, in its good faith business discretion; and (iii) Borrower shall not be required to cause TTAGG, Inc., a Delaware corporation to comply with this Section 6.13.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (other than an Excluded Subsidiary) (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty (30) days *** (or such longer period as the Collateral Agent Lender may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent Lender a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Security Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent Lender (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the such Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral AgentLender) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to Lender a Perfection Certificate, updated to reflect the formation (where applicable in the subject jurisdiction)or acquisition of such Subsidiary; and (cd) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Borrower and Lender hereby agree that any New such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If (a) Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7, at the time any Credit Loan Party forms any direct or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, indirect Subsidiary forms or acquires any direct or indirect Subsidiary after the Closing Date (including by including, without limitation, pursuant to a Stock AcquisitionDivision), Borrower shall (or shall ensure that such Loan Party will) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank (i) a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to become a Borrower or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) truea Guaranty to become a Guarantor, correct and complete copies of the Operating Documents of in each case, at Bank’s discretion, together with such New Subsidiaryappropriate documentation (including financing statements and/or Control Agreements), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction)form and substance satisfactory to Bank; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (including Section 5.12) form and each other Loan Document if and substance reasonably satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document.. (b) Borrower shall not permit Foreign Subsidiaries which are not Loan Parties, in the aggregate to (i) maintain cash and other assets with an aggregate value for any single Foreign Subsidiary, in excess of two and a half percent (2.5%) of consolidated assets of Borrower and its Subsidiaries, or with respect to all such Foreign Subsidiaries, in excess of five percent (5%) of consolidated assets of Borrower and its Subsidiaries, in each case, measured as of the last day of each fiscal quarter, (ii) achieve revenue for any single Foreign Subsidiary, in excess of in excess of two and a half percent (2.5%) of consolidated assets of Borrower and its Subsidiaries, or with respect to all such Foreign Subsidiaries, in excess of five percent (5%) of consolidated assets of Borrower and its Subsidiaries, in each case, for the twelve month period then ended, or (iii) own any Intellectual Property which is material to the business of Loan Parties, without causing one or more of such Foreign Subsidiaries to enter into a joinder to this Agreement or a Guaranty as Bank may request within 30 days (or such other period as Bank may agree in writing), unless waived by Bank in writing. 6.14

Formation or Acquisition of Subsidiaries. If At the time that any Credit Loan Party (other than Parent) forms any direct or indirect Material Subsidiary or acquires any of its Subsidiaries at any time direct or indirect Material Subsidiary after the Tranche A Closing Date incorporatesdate hereof, organizesBorrower shall, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) shall cause such other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Loan Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: to (a) without limiting concurrently with such Material Subsidiary becoming a Material Subsidiary of the generality of clause (c) belowBorrower or such other Loan Party, such Credit Party will cause such New new Material Subsidiary or Credit Party, as applicable, to become a Guarantor under the Guaranty and a “Grantor” under the Security Agreement by executing a joinder to the extent required or applicable to execute Guaranty and deliver to the Collateral Agent a joinder to the Security Agreement, in each case in form and substance satisfactory to the Lender; provided that a joinder to the Guaranty and the Security Agreement (in the form attached thereto) and shall not be required to be provided to Lender with respect to any relevant IP Agreement such Material Subsidiary that is a CFC or other Collateral Documentsa Subsidiary of a CFC, as applicable; (b) take all such Credit Party will deliver (actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates as are required under the Guaranty and Security Agreement, such other documents, instruments, agreements and certificates set forth in Sections 3.01(a)(ii), (iii), (iv), (vii) and (viii) and Section 3.01(g) and, for any Israeli Subsidiary or Subsidiary organized under the laws of any non-U.S. jurisdiction, Section 3.01(i), to grant to Lender a first priority Lien (subject to Permitted Liens) on substantially all of the assets of such Material Subsidiary and to pledge to Lender 100% the Equity Interests of such Subsidiary, all of the foregoing in form and substance satisfactory to the Lender; provided that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party (other than Parent) that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged (which pledge, if reasonably requested by Lender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) to the Collateral Agent (i) trueextent reasonably requested by the Lender, correct and complete copies of provide to the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be Lender all other documentation in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement Lender (including Section 5.12) and each other Loan Document additional local law security, if and applicable), including one or more opinions of counsel reasonably satisfactory to the extent applicable Lender, which in its opinion is customary with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 7.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If At the time that Borrower forms any Credit Party direct or indirect Subsidiary or acquires any of its Subsidiaries at any time direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Borrower shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security Loan Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documentsto cause such Subsidiary to become a co-borrower hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction); form and substance satisfactory to Bank, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank (including Section 5.12) and each other Loan Document if and provided that opinions of counsel shall not be required in the case of newly formed Subsidiaries or acquired Subsidiaries where the purchase price is less than $1,000,000), which in its opinion is appropriate with respect to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above the applicable documentation referred to above; provided, that, if a Subsidiary that is so formed or acquired is a Foreign Subsidiary and if Administrative Borrower can reasonably demonstrate to Bank that causing such Foreign Subsidiary to become a co-borrower hereunder, the granting of a Lien in the assets of such Foreign Subsidiary, or the date such New Subsidiary provides any guarantee pledge of more than 65% of the Obligations as contemplated by Section 5.12voting power of all classes of capital stock of such Foreign Subsidiary would result in a material increase in the tax liability of Borrower (with respect to an acquired Foreign Subsidiary, based on the amount of pre-tax income at the time of such acquisition and the amount of projected pre-tax income), then Borrower shall not be required to cause such Foreign Subsidiary to become a co-borrower hereunder or to xxxxx x Xxxx in the assets of such Foreign Subsidiary and such pledge (or other appropriate security document) shall be limited to 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Upon the formation or acquisition by any Credit Loan Party or of any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than that is not an Excluded Subsidiary after the Closing Date (or when a “New Subsidiary”) or if any Credit Party makes prior Excluded Subsidiary ceases to constitute an Asset AcquisitionExcluded Subsidiary hereunder), as promptly as practicable but in no event later than within thirty (30) days of such formation or the consummation of such acquisition (or within thirty (30) days of the date such prior Excluded Subsidiary ceases to constitute an Excluded Subsidiary hereunder) (or such longer period later date as the Collateral permitted by Agent may agree in its sole discretion) after such incorporation), organization, formation or acquisition or Asset Acquisition: the Loan Parties shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the an Existing Party Guaranty and Security Agreement, Acquired Financed Loan Party Guaranty and Security Agreement or (in solely after the form attached theretoSenior Notes Termination Date) an Acquired Non-Financed Party Guaranty and any relevant IP Agreement or other Collateral DocumentsSecurity Agreement, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in each case in form and substance reasonably satisfactory to Agent, together with such other security documents, as well as appropriate financing statements (and with respect to all owned Acquired Financed Loan Party Real Property subject to a Mortgage to the Collateral extent required by Section 6.12 hereof, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant an Agent Lien (subject to Permitted Liens and with the priority called for by this Agreement) in and to the applicable assets of such Subsidiary) which Lien is granted by such Subsidiary in favor of Agent, on behalf of the Lender Group, under any of the Loan Documents, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or addendum to the applicable Guaranty and Security Agreement) and (iii) a good standing certificate for such New appropriate certificates and powers or financing statements, as applicable pledging all of the direct or beneficial ownership interest in each Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationthat is an Acquired Financed Party, incorporation or formation (where applicable each in the subject jurisdiction); form and substance reasonably satisfactory to Agent, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Agent all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and customary documentation, including, to the extent applicable reasonably requested by Agent, one or more opinions of counsel reasonably satisfactory to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of Agent which in its reasonable opinion is appropriate with respect to the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.11, Section 6.12 or Section 6.13 shall be constitute a Loan Document.

Formation or Acquisition of Subsidiaries. If Borrower will, at the time that any Credit Loan Party forms or incorporates any of its Subsidiaries at direct or indirect Subsidiary or acquires any time direct or indirect Subsidiary after the Tranche A Closing Date incorporatesDate, organizeswithin 20 days of such formation, forms incorporation or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days acquisition (or such longer period later date as permitted by the Collateral Agent may agree Required Lenders in its their sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent either a joinder to the Security Agreement (in or a security agreement that is consistent with the form attached thereto) and any relevant IP Security Agreement or a security agreement that is otherwise customary for such Subsidiary’s jurisdiction of organization or incorporation to provide an “all asset” lien and such other Collateral Documentschanges as are reasonably satisfactory to the Required Lenders, together with such other guaranty or security agreements, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) truewell as appropriate financing statements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject only to Permitted Collateral AgentLiens) in and (iii) a good standing certificate for to the types of assets of such New newly formed, incorporated or acquired Subsidiary certified by included as “Collateral” or any similar term under the Secretary of State (Security Agreement or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdictionany Additional Document); and (b) grant a first priority lien over the Equity Interests of such new Subsidiary in favor of the Agent to secure the Obligations; (c) such Credit Party will cause such New new Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and provide to Agent a guaranty substantially similar to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder form of guaranty included in the guaranty and security agreement provided as of the date Closing Date in connection with the ABL Credit Agreement, with changes as are reasonably satisfactory to the Required Lenders and (d) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Required Lenders, which, in their opinion, is appropriate with respect to the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 ‎5.11 shall be constitute a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the affirmative covenant contained in Section 5.9 and the negative covenants contained in Sections 5.5(ii), (x) and (xv) hereof, at the time that Borrower forms any Credit Party direct or any of its Subsidiaries at any time Indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizesBorrower shall, forms or acquires (including unless otherwise directed by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionPFG in writing, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent PFG a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to PFG (including being sufficient to grant PFG a First-Priority Lien in and to the Security Agreement (in the form attached thereto) and any relevant IP Agreement assets of such newly formed or other Collateral Documentsacquired Subsidiary), as applicable; (b) provide to PFG appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Credit Party will deliver (new Subsidiary, in form and substance satisfactory to PFG; provided, that, with respect to any Foreign Subsidiary formed or cause to be delivered) to acquired after the Collateral Agent Effective Date, in the event that (i) true, correct the grant of a continuing pledge and complete copies security interest in and to the assets of the Operating Documents of any such New Foreign Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies guaranty of the Operating Documents Obligations of Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have a Non-Trivial adverse tax effect on Borrower as demonstrated by Borrower to PFG, then Borrower shall only be required to grant and pledge to PFG a perfected security interest in no more than sixty-five percent (65%) of the stock, units or other evidence of ownership of such New Subsidiary are trueForeign Subsidiary, correct and complete (such Secretary’s Certificate c) provide to be PFG all other documentation in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary PFG, including one or more opinions of State (or the equivalent thereof) of counsel satisfactory to PFG, which in its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary opinion is appropriate with respect to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 5.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that (i) Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Material Subsidiary or acquires any direct or indirect Material Subsidiary after the Tranche A Closing Effective Date incorporates(including, organizeswithout limitation, forms pursuant to a Division), or acquires (including by ii) any existing Subsidiary of Borrower becomes a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Material Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or Borrower and such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Guarantor shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Material Subsidiary or Credit Party, as applicable, to the extent required or applicable either (I) provide to execute and deliver to the Collateral Agent Lenders a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, or (II) guarantee the Security Agreement (Obligations of Borrower under the Loan Documents and, in the form attached thereto) each case, grant a continuing pledge and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) security interest in and to the Collateral Agent (i) true, correct and complete copies of the Operating Documents assets of such New SubsidiarySubsidiary (substantially as described on Exhibit A hereto), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Agent and Lenders (including being sufficient to grant Lenders a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Material Subsidiary), (b) provide to Lenders appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationMaterial Subsidiary, incorporation or formation (where applicable in the subject jurisdiction)form and substance satisfactory to Agent and Lenders; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Lenders all requirements contained other documentation in this Agreement (form and substance satisfactory to Agent and Lenders, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Lenders, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above the applicable documentation referred to above; provided, however, that no Foreign Subsidiary shall be required to become a co-borrower or Guarantor hereunder so long as the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Borrower is in compliance with Section 5.127.11 hereof. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Borrower or other Credit Party or any of its Subsidiaries at any time after the Tranche A Closing Effective Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) , concurrently therewith, Borrower will notify the Collateral Agent in writing in accordance with Section 9 hereof regarding such formation or if any Credit Party makes an Asset Acquisitionacquisition and, as promptly as practicable but by in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause if such Subsidiary is a Subsidiary that is not an Excluded Subsidiary, (ci) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to this Agreement, the Security Agreement (in and, if applicable, the form attached thereto) IP Agreements and any other relevant IP Agreement or other Collateral Documents, as applicableDocument; (b) without limiting clause (a) above, such Credit Party Subsidiary will, and Borrower will cause such Subsidiary to, satisfy all conditions and requirements contained in this Agreement (including Section 5.14) and each other Loan Document (including the Security Agreement) if and to the extent applicable to such Subsidiary; (c) Borrower will deliver a certificate executed by a Responsible Officer of Borrower and such Subsidiary that all such conditions and requirements have been satisfied (or cause such certificate to be deliveredin form and substance reasonably satisfactory to Lender); (d) Borrower will deliver to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the such Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction)formation; and (ce) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and deliver to the extent applicable Collateral Agent a supplement to the Perfection Certificate, reflecting the formation or acquisition of such New Subsidiary. The parties hereto Borrower, the Collateral Agent and Lenders hereby agree that that, upon satisfaction of clause (a) above, any New such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery formation or acquisition of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 5.15 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable (other than an Excluded Subsidiary) to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation or acquisition of such Subsidiary (where applicable in the subject jurisdictionother than an Excluded Subsidiary); and (cd) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Borrower, Lenders and the Collateral Agent hereby agree that any New such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or and/or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any of its Subsidiaries at Guarantor forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizesBorrower shall, forms or acquires (including by a Stock Acquisition) a at Bank’s request with respect to any Foreign Subsidiary (including by division) other than an Excluded subject to the provisions set forth below), and in any event with respect to any Domestic Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to become a co-borrower hereunder or other Collateral Documentsa Guaranty to become a Guarantor hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and (iii) a good standing certificate for powers and financing statements, pledging all of the direct or beneficial ownership interest in such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organizationnew Subsidiary, incorporation or formation (where applicable in the subject jurisdiction)form and substance satisfactory to Bank; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.13 shall be a Loan Document. Notwithstanding the foregoing, (i) with respect to any Foreign Subsidiary formed or acquired by Borrower, and any such Foreign Subsidiary has total asset with a book value of less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then such Foreign Subsidiary shall not be required to become a party to the Loan Documents as a “Borrower” or “Guarantor” hereunder, and Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-six percent (66%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary and one hundred percent (100%) of all other non-voting stock, units or other evidence of ownership of such Foreign Subsidiary; (ii) Borrower shall not be required to cause the Irish Subsidiary to comply with this Section 6.13 until requested by Bank, in its good faith business discretion; and (iii) no later than thirty (30) days after the Closing (as such term is defined in the Simply Measured Acquisition Agreement) of the Simply Measured Acquisition (or such later date as Bank shall determine, in its sole discretion), Borrower shall cause Simply Measured to execute a Joinder and otherwise comply with this Section 6.13.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable (other than an Excluded Subsidiary) to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent an update to the Perfection Certificate reflecting the formation or acquisition of such Subsidiary (where applicable in the subject jurisdictionother than an Excluded Subsidiary); and (cd) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Borrower, Lenders and the Collateral Agent hereby agree that any New such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party or any of its Subsidiaries at any time after Notwithstanding and without limiting the Tranche A Closing Date incorporatesnegative covenants contained in Section 7.6 hereof, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than within thirty (30) days (or such longer period as later date agreed by Agent in writing) of the Collateral Agent may agree date that a Loan Party or any Subsidiary thereof forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (in its sole discretion) after such incorporationeach case other than an Excluded Subsidiary), organization, formation or acquisition or Asset Acquisition: Borrowers shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent a joinder Joinder Agreement, together with such other Loan Documents substantially consistent with those previously delivered by Borrowers to Agent and the Security Agreement (in the form attached thereto) Lenders and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be otherwise in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent, for itself and for the Collateral benefit of Lenders, a first priority Lien in and to the assets of such newly formed or acquired Subsidiary (subject to Permitted Liens)), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (to the extent the same constitutes Collateral), substantially consistent with those previously delivered by Borrowers to Agent and the Lenders and otherwise in form and substance reasonably satisfactory to Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary and each financial institution or bank holding any Deposit Accounts or Securities Accounts in the name of such new Subsidiary to satisfy all requirements contained execute and deliver Control Agreements with respect to any Deposit Accounts or Securities Accounts held in this Agreement (including Section 5.12) and each other Loan Document if and the name of any such Subsidiary to the extent applicable such Control Agreements would be required pursuant to such New Subsidiary. The parties hereto agree Section 7.11 of this Agreement and (d) provide to Agent all other documentation in form and substance reasonably satisfactory to Agent that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of in its opinion is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above, including all documentation and other information which Agent may reasonably request with respect to any joinder contemplated by clause (a) above new Subsidiary that signs and delivers a Joinder Agreement in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Documentother applicable tax forms.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained herein (including Sections 6(b)(iii) and 6(b)(vi) hereof), at the time that the CompanyParent or any of its Subsidiaries at Subsidiary forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset AcquisitionEffective Date: (a) without limiting promptly, and in any event within five (5) Business Days of such formation or acquisition, provide written notice to Agent and the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete Holders together with certified copies of the Operating Documents for such Subsidiary (such notice a “New Subsidiary Notice”), and (b) promptly, and in any event within 15 days of such New Subsidiaryformation or creation: (1) take all such action as may be reasonably required by Agent to (x) cause each such new Subsidiary (other than Prohibited Subsidiary (as defined under the Senior Loan Agreement)) to provide to Agent a joinder to this Agreement pursuant to which such Subsidiary becomes a Guarantor hereunder, and (iiy) grant a Secretary’s Certificate, certifying that continuing pledge and security interest in and to the copies of the Operating Documents property of such New Subsidiary are trueconstituting Collateral (substantially as described on Annex I), correct in each case together with such appropriate financing statements, Account Control Agreements (to the extent required and complete (such Secretary’s Certificate subject to be the Intercreditor Agreement) and other documents, instruments and agreements reasonably requested by Agent, all in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement Agent (including Section 5.12being sufficient to grant Agent, for the benefit of the Holders, a second priority Lien (subject to Permitted Liens) and each other Loan Document if in and to the extent applicable property constituting Collateral of such newly formed or acquired Subsidiary), (2) subject to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for the Intercreditor Agreement, provide to Agent appropriate certificates and powers and financing statements, pledging all purposes hereunder as of the date direct or beneficial Equity Interests in such new Subsidiary, in form and substance satisfactory to Agent, and (3) provide to Agent all other documentation in form and substance satisfactory to Agent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5(a)(ix) shall be a Loan Note Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the affirmative covenant contained in Section 6.11 and the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any Credit Party direct or indirect Subsidiary or acquires any of its Subsidiaries at any time direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizesBorrower shall, forms or acquires (including unless otherwise directed by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset AcquisitionBank in writing, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security Loan Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to Permitted Liens (which may only have superior priority to Bank’s Lien as expressly permitted herein)) in and to the form attached thereto) and any relevant IP Agreement assets of such newly formed or other Collateral Documentsacquired Subsidiary), as applicable; (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Credit Party will deliver (new Subsidiary, in form and substance satisfactory to Bank; provided, that with respect to any Foreign Subsidiary formed or cause to be delivered) to acquired after the Collateral Agent Effective Date, in the event that (i) true, correct the grant of a continuing pledge and complete copies security interest in and to the assets of the Operating Documents of any such New Foreign Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies guaranty of the Operating Documents Obligations of the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have an adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such New Subsidiary are trueForeign Subsidiary, correct and complete (such Secretary’s Certificate c) provide to be Bank all other documentation in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary Bank, including one or more opinions of State (or the equivalent thereof) of counsel satisfactory to Bank, which in its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary opinion is appropriate with respect to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If No Loan Party shall form or acquire any Credit Party direct or any of its Subsidiaries at any time indirect Subsidiary after the Tranche A Closing Date incorporateswithout the prior written consent of Lender. If Lender provides its prior written consent to the formation or acquisition of any new Subsidiary, organizes, at the time that the applicable Loan Party forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New such new Subsidiary”) , such Loan Party shall simultaneously with such formation or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days acquisition (or such longer period later date as the Collateral Agent may agree in its sole discretion) after such incorporationpermitted by Lender), organization, formation or acquisition or Asset Acquisition: cause (a) without limiting such new Subsidiary (i) to be joined as a Borrower hereunder pursuant to a Joinder to this Agreement or to become a Guarantor of the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit PartyObligations, as applicabledetermined by Lender, and (ii) to the extent required or applicable provide to execute and deliver to the Collateral Agent Lender a joinder to the Guaranty and Security Agreement (Agreement, in the form attached thereto) and any relevant IP Agreement or each case, together with such other Collateral Documentssecurity agreements, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) truewell as appropriate financing statements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the Collateral Agentassets of such newly formed or acquired Subsidiary); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Lender with respect to any Subsidiary of any Loan Party that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Lender in consultation with Borrowers) in relation to the benefits to Lender of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Lender a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Lender; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that is a CFC (iiiand none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a good standing certificate for greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such New Subsidiary certified pledge are unreasonably excessive (as determined by Lender in consultation with Borrowers) in relation to the benefits to Lender of the security afforded thereby (which pledge, if reasonably requested by Lender, shall be governed by the Secretary laws of State (or the equivalent thereof) of its jurisdiction of organizationsuch Subsidiary), incorporation or formation (where applicable in the subject jurisdiction); and (c) provide to Lender all other documentation, including the Governing Documents of such Credit Party will cause such New Subsidiary and one or more opinions of counsel reasonably satisfactory to satisfy all requirements contained Lender, which, in this Agreement (including Section 5.12) and each other Loan Document if and its opinion, is appropriate with respect to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5.11 shall be constitute a Loan Document.

Formation or Acquisition of Subsidiaries. If any Credit Party Notwithstanding and without limiting the negative covenants contained herein (including Sections 6(b)(iii) and 6(b)(vi) hereof), at the time that the Company or any of its Subsidiaries at Subsidiary forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporates, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset AcquisitionEffective Date: (a) without limiting promptly, and in any event within five (5) Business Days of such formation or acquisition, provide written notice to Agent and the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete Holders together with certified copies of the Operating Documents for such Subsidiary (such notice a “New Subsidiary Notice”), and (b) promptly, and in any event within 15 days of such New Subsidiaryformation or creation: (1) take all such action as may be reasonably required by Agent to (x) cause each such new Subsidiary (other than Prohibited Subsidiary (as defined under the Senior Loan Agreement)) to provide to Agent a joinder to this Agreement pursuant to which such Subsidiary becomes a Guarantor hereunder, and (iiy) grant a Secretary’s Certificate, certifying that continuing pledge and security interest in and to the copies of the Operating Documents property of such New Subsidiary are trueconstituting Collateral (substantially as described on Annex I), correct in each case together with such appropriate financing statements, Account Control Agreements (to the extent required and complete (such Secretary’s Certificate subject to be the Intercreditor Agreement) and other documents, instruments and agreements reasonably requested by Agent, all in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement Agent (including Section 5.12being sufficient to grant Agent, for the benefit of the Holders, a second priority Lien (subject to Permitted Liens) and each other Loan Document if in and to the extent applicable property constituting Collateral of such newly formed or acquired Subsidiary), (2) subject to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for the Intercreditor Agreement, provide to Agent appropriate certificates and powers and financing statements, pledging all purposes hereunder as of the date direct or beneficial Equity Interests in such new Subsidiary, in form and substance satisfactory to Agent, and (3) provide to Agent all other documentation in form and substance satisfactory to Agent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5(a)(ix) shall be a Loan Note Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that any Credit Loan Party forms any direct or indirect Subsidiary or acquires any of its Subsidiaries at any time direct or indirect Subsidiary after the Tranche A Closing Date incorporatesEffective Date, organizessuch Loan Party shall, forms or acquires promptly and in any event within ten (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (3010) days (or such longer period as after the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: thereof, (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, to the extent required or applicable provide to execute and deliver to the Collateral Agent a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement to cause such Subsidiary to become a Borrower or other Collateral Documentsa Guarantor hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Collateral assets of such newly formed or acquired Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) provide to Agent such Credit Party will cause other agreements, instruments, opinions, approvals or other documents (in form and substance reasonably satisfactory to Agent) reasonably requested by Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by this Agreement or any Loan Document or otherwise to effect the intent that such New Subsidiary to satisfy shall become bound by all requirements of the terms, covenants and agreements contained in this Agreement (including Section 5.12) the Loan Documents and each other Loan Document if that all property and to the extent applicable to assets of such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute become Collateral for the Obligations. Notwithstanding the foregoing, neither the Exchange nor any other insurance company shall be required to become a Credit Party for all purposes hereunder Borrower or Guarantor hereunder, and, as of such, shall not be required to deliver the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to documents required in this Section 5.13 shall be a Loan Document6.9.

Formation or Acquisition of Subsidiaries. If any Credit Party Borrower or any of its Subsidiaries at any time after the Tranche A Closing Date incorporates, organizes, forms or acquires (a Subsidiary, including by a Stock Acquisition) a Subsidiary division (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisitionand, for the avoidance of doubt, Acquisition Target), as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisitionacquisition: (a) without limiting the generality of clause (cd) below, such Credit Party Borrower will cause such New Subsidiary or Credit Party, as applicable, to the extent required or applicable (other than an Excluded Subsidiary) to execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party Borrower will deliver (or cause to be delivered) to the Collateral Agent (i) true, correct and complete copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent an update to the Perfection Certificate reflecting the formation or acquisition of such Subsidiary (where applicable in the subject jurisdictionother than an Excluded Subsidiary); and (cd) such Credit Party Borrower will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each other Loan Document if and to the extent applicable to such New Subsidiary. The parties hereto Borrower, Lenders and the Collateral Agent hereby agree that any New such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any the joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12above. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7, at the time that any Credit Party Borrower forms any Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division) or any Dormant Subsidiary of its Subsidiaries at any time Borrower commences operations after the Tranche A Closing Date incorporatesEffective Date, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Borrower shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit PartySubsidiary, as applicableif a Domestic Subsidiary, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (to become a co-borrower hereunder without any need to amend this Agreement by any party hereto, together with documentation and subject to conditions set forth in the joinder, all in form attached theretoand substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and any relevant IP Agreement or other Collateral Documentsto the assets of such Domestic Subsidiary), as applicable; (b) such Credit Party will deliver (or cause pledge to be delivered) to the Collateral Agent (i) true, correct and complete copies Bank all of the Operating Documents of direct or beneficial ownership interest in such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to Bank; provided, that with respect to the Collateral Agent) pledge by any Borrower of a perfected security interest in the stock, units or other evidence of ownership of each Foreign Subsidiary, such Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof65%) of its jurisdiction the stock, units or other evidence of organization, incorporation or formation (where applicable in the subject jurisdiction)ownership of such Foreign Subsidiary; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance reasonably satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5.14 shall be a Loan Document.. Any Domestic Subsidiary that is not a wholly-owned Subsidiary shall not be required to become a Borrower hereunder to the extent its organizational documents or other binding agreements prohibit or restrict (including by any requirement to obtain governmental or regulatory authority or third party consent, approval, license or authorization) such Subsidiary from becoming a Borrower hereunder at the time it becomes a Subsidiary and such prohibition or restriction was not entered in contemplation of avoiding such Subsidiary’s obligations hereunder. 5.15 [Reserved]. 5.16

Formation or Acquisition of Subsidiaries. If any Credit Party Excluding the Non-Operating Subsidiary, at the time that Borrower or any of its Subsidiaries at Subsidiary forms any time direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Tranche A Closing Date incorporatesDate, organizes, forms or acquires (including by a Stock Acquisition) a Borrower and such Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New new Subsidiary or Credit Party, as applicable, which is a Domestic Subsidiary to the extent required or applicable provide to execute and deliver to the Collateral Agent and the Lenders a joinder to the Security this Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documentsto cause such Subsidiary to become a co-borrower hereunder, as applicable; (b) together with such Credit Party will deliver (or cause to be delivered) to the Collateral Agent (i) trueappropriate financing statements and/or Control Agreements, correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be all in form and substance reasonably satisfactory to Collateral Agent and the Lenders (including being sufficient to grant Collateral AgentAgent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (iiib) a good standing certificate for such New Subsidiary certified by provide to Collateral Agent and the Secretary of State Lenders appropriate certificates and powers and financing statements, pledging all (or the equivalent thereofor, with respect to any Foreign Subsidiary, not more than sixty five percent (65%)) of its jurisdiction of organizationthe direct or beneficial ownership interest in such new Subsidiary, incorporation or formation (where applicable in form and substance satisfactory to Collateral Agent and the subject jurisdiction); Lenders, and (c) such Credit Party will cause such New Subsidiary provide to satisfy Collateral Agent and the Lenders all requirements contained other documentation in this Agreement (form and substance satisfactory to Collateral Agent and the Lenders, including Section 5.12) one or more opinions of counsel satisfactory to Collateral Agent and each other Loan Document if and the Lenders, which in its opinion is appropriate with respect to the extent applicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the applicable documentation referred to above; and provided that Collateral Agent and the Lenders reserve the right reasonably to require any joinder contemplated by clause (a) above or Subsidiary to become a secured guarantor hereunder, in form and substance satisfactory to Collateral Agent and the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12Lenders. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7, at the time that any Credit Party Borrower forms any Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division) or any Dormant Subsidiary of its Subsidiaries at any time Borrower commences operations after the Tranche A Closing Date incorporatesEffective Date, organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as promptly as practicable but in no event later than thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: Borrower shall (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary or Credit PartySubsidiary, as applicableif a Domestic Subsidiary, to the extent required or applicable provide to execute and deliver to the Collateral Agent Bank a joinder to the Security this Agreement (to become a co-borrower hereunder without any need to amend this Agreement by any party hereto, together with documentation and subject to conditions set forth in the joinder, all in form attached theretoand substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and any relevant IP Agreement or other Collateral Documentsto the assets of such Domestic Subsidiary), as applicable; (b) such Credit Party will deliver (or cause pledge to be delivered) to the Collateral Agent (i) true, correct and complete copies Bank all of the Operating Documents of direct or beneficial ownership interest in such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to Bank; provided, that with respect to the Collateral Agent) pledge by any Borrower of a perfected security interest in the stock, units or other evidence of ownership of each Foreign Subsidiary, such Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof65%) of its jurisdiction the stock, units or other evidence of organization, incorporation or formation (where applicable in the subject jurisdiction)ownership of such Foreign Subsidiary; and (c) such Credit Party will cause such New Subsidiary provide to satisfy Bank all requirements contained other documentation in this Agreement (form and substance reasonably satisfactory to Bank, including Section 5.12) and each other Loan Document if and one or more opinions of counsel satisfactory to the extent applicable Bank, which in its opinion is appropriate with respect to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12applicable documentation referred to above. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 5.13 5.14 shall be a Loan Document. Any Domestic Subsidiary that is not a wholly-owned Subsidiary shall not be required to become a Borrower hereunder to the extent its organizational documents or other binding agreements prohibit or restrict (including by any requirement to obtain governmental or regulatory authority or third party consent, approval, license or authorization) such Subsidiary from becoming a Borrower hereunder at the time it becomes a Subsidiary and such prohibition or restriction was not entered in contemplation of avoiding such Subsidiary’s obligations hereunder.