Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13

Additional Subsidiaries. Within forty-five Promptly (45and in any event within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiarydays) after the date hereof, formation or the occurrence acquisition of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify of Borrower, Borrower shall cause to be executed and delivered to Agent the Administrative Agent thereof in writing, together with the following: (i) jurisdiction by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of formationall of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iviii) number by the Borrower, such other related documents (including closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bdocuments) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative as Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselmay reasonably request, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgagesprovided, the filing of UCC financing statementshowever, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to that this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.136.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary of Holdings, Borrower or Soho is formed or acquired after the Restatement Effective Date, within 10 Business Days of the formation or acquisition thereof, as applicable, Borrower shall notify Agent of such formation or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the acquisition and Borrower shall (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Subsidiary Guarantor by executing hereunder and become a party to the Guaranty and Security Agreement and take such other action (including, without limitation, authorizing the filing of such UCC financing statements and delivering certificates in respect of the Stock of such Subsidiary) as shall be necessary to the Administrative create and perfect a first priority Lien (subject only to Permitted Exceptions) in favor of Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and on such other documents as the Administrative Agent shall deem appropriate for such purpose Subsidiary’s Collateral and (ii) upon the written request pledge 100% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions Stock of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action Agent pursuant to the Guaranty and Security Agreement; provided, however, that, unless the Borrower and Agent otherwise agree, in no event shall (including x) any Excluded Foreign Subsidiary be required to guaranty the recording payment of mortgagesany Obligation, (y) the Credit Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (z) a security interest be required to be granted on any property of any Excluded Foreign Subsidiary as security for any Obligation. To the extent a Credit Party creates or acquires a Subsidiary or Stock or Stock Equivalents in a Person whose Stock or Stock Equivalents are also owned in part by a non-Credit Party for purposes of complying with Requirements of Law or otherwise, the filing applicable Credit Parties will cause the Stock and Stock Equivalents of UCC financing statements, such Subsidiary or other Person which are held by such non-Credit Party to be pledged to Agent for the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion benefit of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered Secured Parties pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Documents satisfactory to Agent.

Additional Subsidiaries. Within forty-five (45) days after In the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) event that, after the date hereof, any of the Borrowers or the occurrence any of their Subsidiaries creates any such new Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): or acquires a new Subsidiary in accordance with §10.5.3, (a) notify the Administrative Agent thereof in writingsuch new Subsidiary shall, together concurrently with the (i) jurisdiction of formationsuch event or as soon as practicable thereafter, (ii) number of shares of each class of Equity Interests outstanding, (iii) number execute and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreementan instrument of joinder and accession, become a Pledgor (as defined in the Security Agreement) by executing form and delivering substance satisfactory to the Administrative Agent Agent, pursuant to which such new Subsidiary shall join the Credit Agreement as a joinder agreement Borrower and the Security Documents as a grantor of security thereunder as if such new Subsidiary was an original signatory hereto and thereto, and (b) the Borrowers and/or such new Subsidiary (as the case may be) shall deliver such other instruments and documents, including without limitation allonges to the Security Agreement, Notes in form and such other documents as substance satisfactory to the Administrative Agent shall deem appropriate for such purpose Agent, Perfection Certificates, Uniform Commercial Code financing statements and (ii) upon the written request stock or other certificates representing all of the issued and outstanding Equity Interests of such new domestic Subsidiary and sixty-five percent (65%) of non-U.S. Subsidiaries, with accompanying stock powers or other instruments of transfer duly executed in blank, in each case required to be executed or delivered pursuant to such Security Documents in order to grant to or maintain the Administrative Agent Agent’s first priority perfected security interest in its sole discretionand to the assets of and the Equity Interests issued by such new Subsidiaries. Further, contemporaneously with the formation or acquisition of such new Subsidiary, the Borrowers and/or such new Subsidiary shall execute and/or deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of other documentation as the Administrative Agent to vest may reasonably request in the Administrative Agent (or in any representative furtherance of the Administrative Agent designated by it) validintent of this §9.17, subsisting including without limitation an updated Schedule 8.19 hereto and perfected Liens on documentation of the properties purported type required to be subject supplied by the Borrowers and their Subsidiaries as a condition precedent to the agreements delivered initial Revolving Credit Loans made hereunder pursuant to this Section 6.12 and the other Collateral Documents§12, enforceable against all third parties in accordance with their terms. 6.13as applicable to such new Subsidiary or acquisition permitted pursuant to §10.5.3.

Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary of the Borrower is formed or acquired after the acquisition or formation of Closing Date, the Borrower will promptly, and in any Wholly Owned Subsidiary that is a Domestic Subsidiary event within twenty (other than an Excluded Subsidiary20) Business Days after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): is formed or acquired, (a) notify to the Administrative extent such Subsidiary is an entity incorporated or organized in the United States and is not an Immaterial Subsidiary, an Excluded Subsidiary or a Restricted Captive Insurance Company Subsidiary, cause such Subsidiary to become a party to the Guarantee contained in Section 9 hereof, each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the Collateral Agent for the benefit of the First Priority Secured Parties, by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit H and, subject to preexisting Liens on such Subsidiary’s assets and the terms thereof in writing(to the extent the same are permitted under this Agreement), together with promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the First Priority Obligations to the extent required under the applicable Collateral Documents and (ic) jurisdiction of formation, (ii) number of shares of each class of cause any Equity Interests outstandingor promissory notes evidencing Indebtedness of such Subsidiary that, (iii) number and percentage in each case, are owned by or on behalf of outstanding shares of each class the Borrower or any Guarantor to be pledged to the extent required by the Collateral Documents, provided that, if such Subsidiary is directly owned (directly or indirectly) by the Borrower or any Subsidiary Guarantor and (iv) number and effectis organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, if exercised, Equity Interests of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering be pledged shall be limited to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request 65% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent outstanding voting Equity Interests of such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Subsidiary.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), promptly upon (45and in any event within thirty (30) days after the acquisition (or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the such later date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof shall agree to in writingits sole discretion)) the creation or acquisition of any direct or indirect wholly-owned Subsidiary by any Loan Party, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class such new wholly-owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number the Loan Parties will execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (i) such new wholly-owned Subsidiary (unless it is not a Domestic Subsidiary) shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (ii) the Equity Interests of such new wholly-owned Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Security Agreement) Collateral Documents. Upon the creation or acquisition of any direct or indirect Subsidiary by executing and delivering any Loan Party that is not a wholly-owned Subsidiary, the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the Administrative Agent a joinder agreement to extent provided in the Security AgreementCollateral Documents. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; , as the Administrative Agent may reasonably request in connection therewith and (c) cause will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13for the Secured Obligations.

Additional Subsidiaries. Within forty-five (45) days With respect to any Subsidiary of the Parent or any other Credit Party created or acquired after the acquisition or formation of any Wholly Owned Subsidiary that is Closing Date which would be considered a Domestic Subsidiary (other than an Excluded Significant Subsidiary) after the date hereof, or any existing Subsidiary of the occurrence of Parent or any such other Credit Party which becomes a Significant Subsidiary no longer qualifying as an “Excluded Subsidiary” subsequent to the Closing Date, (including any Electing Guarantor): (ai) notify with respect to a Subsidiary which is to be acquired or created, give the Administrative Agent thereof in writing, together with the (i) jurisdiction not less than 30 days prior written notice of formationsuch creation or acquisition, (ii) number of shares of each class of Equity Interests outstandingpromptly execute and deliver, (iii) number or cause to be executed and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effectdelivered, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder pledge agreement or supplement to a Stock Pledge Agreement, become a Pledgor (as defined in the Security Agreement) by executing form, scope and delivering substance satisfactory to the Administrative Agent a joinder agreement Agent, granting to the Security AgreementAdministrative Agent, and such other documents as for the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request benefit of the Administrative Agent Lenders, a perfected first priority security interest in its sole discretionthe Capital Stock of such Subsidiary owned by the Parent or other Credit Party (or 65% of such Capital Stock if it is a Foreign Subsidiary), (iii) promptly deliver to the Administrative Agent the certificates representing such Organization DocumentsCapital Stock, resolutions together with undated stock powers, executed in blank, (ii) promptly cause such Subsidiary to execute and favorable opinions deliver a guarantee or a supplement to the Subsidiaries Guarantee (which guarantee shall be senior to all other Indebtedness of counselsuch guarantor), all in form, content form and scope reasonably substance satisfactory to the Administrative Agent; , in respect to all obligations of the Borrowers hereunder and under the other Loan Documents, (cv) promptly cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsbut only if such Subsidiary is a Domestic Subsidiary) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13to

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of The Loan Parties shall not create any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded SubsidiarySubsidiaries existing on the Effective Date and disclosed in §8.19 hereto) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): unless (a) one hundred percent (100%) of the Capital Stock of such Subsidiary is owned by a Loan Party, (b) prior to the formation of such Subsidiary, the Borrowers shall notify the Administrative Agent thereof in writingand the Lenders thereof, together and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor hereunder by executing and delivering to the Administrative Agent way of execution of a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) all steps as may be necessary or advisable in the opinion of the Administrative Agent to vest grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in any representative each case, in form and substance satisfactory to the Administrative Agent, as to each such guaranty and grant of security interest, where applicable, and (iv) provide the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13an updated Schedule 8.19 hereto.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) Where Domestic Subsidiaries that are not Guarantors hereunder (the "Non-Guarantor Subsidiaries") shall, as a group, at any time have assets that in the aggregate exceed an amount equal to one percent (1%) of Consolidated Net Worth as of the end of the most recent fiscal quarter, then the Borrower shall promptly notify the Administrative Agent thereof in writingand cause such Non-Guarantor Subsidiaries to be joined as Guarantors, together such that after giving effect to such joinder the remaining Non-Guarantor Subsidiaries shall not, as a group, exceed the foregoing threshold. In connection with the (i) jurisdiction of formationany such joinder hereunder, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) shall cause such Subsidiary there to (i) become a Guarantor by executing and delivering be delivered to the Administrative Agent a Joinder promptly, but in any event within 45 days, (i) an amendment, supplement or joinder to the Guarantee Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement Collateral Documents (including UCC financing statements) and to the Security Intercreditor Agreement, in form and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; , to join the applicable Domestic Subsidiary as a Guarantor hereunder, and (c) such other action necessary or advisable to cause such Subsidiary the Liens created by the Collateral Documents to take whatever action (including the recording be duly perfected in accordance with all applicable Requirements of mortgagesLaw, including, the filing of UCC financing statements, (ii) if the giving of notices such Domestic Subsidiary owns real property interests, Mortgages and the endorsement other items referenced in Section 7.1(p) in connection therewith, (iii) such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of notices on title documents) may be necessary or advisable in the opinion of counsel as the Administrative Agent to vest in may reasonably request, and (iv) deliver stock certificates and related pledge agreements and pledge joinder agreements evidencing the Administrative Agent (or in any representative pledge of 100% of the Administrative Agent designated by it) validCapital Stock of each Domestic Subsidiary (whether or not a Guarantor), subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties together with undated stock transfer powers executed in accordance with their terms. 6.13blank.

Additional Subsidiaries. (a) Within forty-five ten (4510) days Business Days (or such later date as the Servicer may agree in its sole discretion) after any Domestic Subsidiary is acquired or formed (including, without limitation, upon the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, the Sponsor shall (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with Servicer and the (i) jurisdiction of formationParticipants thereof, (ii) number of shares of each class of Equity Interests outstandingif such Domestic Subsidiary is a Material Domestic Subsidiary, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to become a Guarantor by (ix) executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) if the Trigger Event has occurred, a security agreement or a joinder agreement thereto granting to the Servicer for the benefit of the Participants a first priority security interest and lien in all of its assets pursuant to the Credit Party Collateral Documents (subject to Liens permitted hereunder), in form reasonably satisfactory to the Servicer and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Servicer. In the event that any Domestic Subsidiary that is not already a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) to cause it to (x) become a Guarantor by executing and delivering agreements in the form of Annex 1 to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose Guaranty Agreement and (iiy) upon deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Servicer.

Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary of the Borrower or the Parent is formed or acquired after the acquisition or formation of Closing Date, the Borrower will promptly, and in any Wholly Owned Subsidiary that is a Domestic Subsidiary event within twenty (other than an Excluded Subsidiary20) Business Days after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): is formed or acquired, (a) notify the Administrative Agent thereof in writingAgents thereof, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) to the extent such Subsidiary is an entity incorporated or organized in the United States and is not an Immaterial Subsidiary, cause such Subsidiary to (i) become a Guarantor party to the Guarantee contained in Section 9 hereof, each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the Collateral Agents for the benefit of the Secured Parties, by executing an Instrument of Assumption and delivering Joinder substantially in the form attached hereto as Exhibit H and, subject to preexisting Liens on such Subsidiary’s assets and the terms thereof (to the Administrative Agent a Joinder extent the same are permitted under this Agreement), become a Pledgor (as defined in promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents Obligations as the Administrative Agent Agents shall deem appropriate for such purpose and (ii) upon the written reasonably request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause any shares of Equity Interests or promissory notes evidencing Indebtedness of such Subsidiary that are owned by or on behalf of the Borrower or any Guarantor to be pledged to the extent required by the Collateral Documents, provided that, if such Subsidiary is directly owned by the Parent, the Borrower or any Guarantor (other than the Parent) and is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, shares of common stock of such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion pledged shall be limited to 65% of the Administrative Agent to vest in the Administrative Agent (or in any representative outstanding shares of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13voting common stock of such Subsidiary.

Additional Subsidiaries. Within forty-five (45i) days after On or prior to each date hereafter upon which a Person shall have become a Material Subsidiary of the acquisition Parent, (a) deliver such certificates, stock powers and other documents as would be required by Section 5.11(a)(i) and/or Section 5.11(c)(i) as if such Material Subsidiary were a Material Subsidiary as of the first Borrowing Date or formation as otherwise may be required hereby and/or by the Borrower Security Agreement and/or by the Subsidiary Guaranty and Security Agreement and such other documents as the Agent shall request; provided, that, to the extent such new Material Subsidiary is not a Subsidiary of any Wholly Owned a Credit Party, the owner of the Capital Stock of such new Material Subsidiary shall execute all documentation reasonably requested by the Agent in order to effect the pledge to the Agent, for the ratable benefit of the Lenders, of (A) 100% of the issued and outstanding Capital Stock of such new Material Subsidiary to the extent it is a Domestic Subsidiary and (B) 65% of the issued and outstanding Capital Stock of such new Material Subsidiary to the extent it is a Foreign Subsidiary (b) cause each such Material Subsidiary that is a Domestic Subsidiary to become a party to the Subsidiary Guaranty and Security Agreement and provide and execute all documents requested by the Agent to perfect a Lien in Collateral granted thereunder (other than an Excluded Subsidiary) after to the date hereof, or extent such Material Subsidiary owns Property of the occurrence of any type described as Collateral in such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number Guaranty and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause each such Material Subsidiary that is not a Domestic Subsidiary to take whatever action execute an Intercompany Demand Note to the order of Parent or a Subsidiary of Parent and Parent, or its Subsidiary, as the case may be, shall endorse such note in blank and deliver same, together with any related Intercompany Demand Loan Documents, to the Agent (including for the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion ratable benefit of the Administrative Agent to vest in the Administrative Agent (or in any representative Lenders), together with all of the Administrative Agent designated by it) valid, subsisting and perfected Liens on other documents necessary to perfect the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Agent's first Lien therein.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of The Borrowers shall not create any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded SubsidiarySubsidiaries existing on the Effective Date and disclosed in §7.19 hereto) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): unless (a) one hundred percent (100%) of the Capital Stock of such Subsidiary is owned by the Borrowers, (b) prior to the formation of such Subsidiary, the Borrowers shall notify the Administrative Agent thereof in writingand the Lenders thereof, together and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request guaranty all of the Administrative Agent Obligations hereunder pursuant to a guaranty in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions form and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and , which such guaranty shall be a Security Document hereunder, (cii) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) all steps as may be necessary or advisable in the opinion of the Administrative Agent to vest grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in any representative each case, in form and substance satisfactory to the Administrative Agent, as to each such guaranty and grant of security interest, where applicable, and (iv) provide the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13an updated Schedule 7.19 hereto.

Additional Subsidiaries. Within forty-five (45) days after Give the acquisition Administrative Agent prompt written notice of the creation, establishment or formation acquisition, in any manner, of any Wholly Owned Material Subsidiary that is not existing on the Closing Date. Subject to the last sentence of this Section 6.12, the Company or a Material Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): appropriate, (a) notify shall execute a Pledge Agreement, in the form of Exhibit D-1 or D-2 hereto (or such other agreement as shall be required by the Administrative Agent thereof Agent), as applicable, with respect to not more than 65% of the capital stock of each First-Tier Subsidiary of such Person which is or becomes a Material Non-Domestic Subsidiary, (b) shall cause each Subsidiary of such Person which is a Material Domestic Subsidiary to execute a Guaranty, in writingthe form of Exhibit C hereto, together with and (c) deliver an opinion of counsel, within 60 days of the delivery of any Pledge Agreement executed pursuant to clause (ia) above, that such Pledge Agreement is valid and enforceable in the jurisdiction of formationformation of such Material Non-Domestic Subsidiary, (ii) number of shares of each class of Equity Interests outstandingprovided that if such opinion cannot be provided, (iii) number the Company or such Material Domestic Subsidiary, as appropriate, shall execute any additional documents that may be required in order to perfect the lien granted by such Pledge Agreement in such jurisdiction and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights to enable such counsel to deliver an acceptable opinion with respect thereto; in the case of both (a) and (b), within ten (10) Business Days after the creation, establishment or acquisition of such Material Subsidiary and in connection therewith shall deliver or cause to be delivered such Subsidiary to (i) become a Guarantor by executing proof of corporate action, incumbency of officers and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the Closing Date, or as the Administrative Agent shall deem appropriate for such purpose may request, each in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and (c) cause such Subsidiary . In no event shall the Company be required to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion pledge any of the Administrative Agent to vest in the Administrative Agent (or in any representative assets of a Subsidiary of the Administrative Agent designated by itCompany that is a controlled foreign corporation, as defined in Section 957(a) validof the Code, subsisting and perfected Liens on the properties purported to be subject including, but not limited to the agreements delivered pursuant to this Section 6.12 and stock of any Subsidiary of the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Company held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. Within fortyGive the Administrative Agent prompt written notice of the creation, establishment or acquisition, in any manner, of any Subsidiary of the Company not existing on the Closing Date or of the fact that a Subsidiary has ceased to be an Excluded Subsidiary. Subject to the last sentence of this Section 6.12, the Company or a Domestic Subsidiary of the Company, as appropriate, (a) shall execute a Pledge Agreement, in the form of Exhibit I-1 or I-2 hereto (or such other agreement as shall be required by the Administrative Agent), as applicable, with respect to not more than 65% of each class of the capital stock or other equity interest of each First-five Tier Subsidiary of such Person which is or becomes a Non-Domestic Subsidiary and which is not an Excluded Subsidiary, and (45b) shall cause each Subsidiary of such Person which is a Domestic Subsidiary and which is not an Excluded Subsidiary to execute a Guaranty, in the form of Exhibit E hereto, in the case of both (a) and (b), within ten (10) days after the creation, establishment or acquisition of such Subsidiary or formation of any Wholly Owned the date such Subsidiary that is a Domestic Subsidiary (other than ceases to be an Excluded Subsidiary) after Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the date hereofClosing Date, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose may request, each in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and (c) cause such Subsidiary . In no event shall the Company be required to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion pledge any of the Administrative Agent to vest assets of a Subsidiary that is a controlled foreign corporation, as defined in the Administrative Agent (or in any representative Section 957(a) of the Administrative Agent designated by it) validCode, subsisting and perfected Liens on the properties purported to be subject including, but not limited to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13stock of any Subsidiary held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. Within forty-five (45) days after At the time of or prior to the formation or acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after of Borrower, Borrower shall cause to be executed and delivered to Agent the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the following: (i) jurisdiction by such new Subsidiary other than a Foreign Subsidiary, a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of formationall of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement, governed by the laws of the State of New York, substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) 100% of the shares of the outstanding capital stock, of any class, of each U.S. Subsidiary or (2) 66% of the shares of the outstanding voting capital stock and 100% of the shares of the outstanding non-voting capital stock of each Foreign Subsidiary shall be pledged to Agent pursuant to such Pledge Agreement, for the benefit of the Lenders, on a first priority and perfected basis under the UCC to secure the Obligations, and (iviii) number by the Borrower, such other related documents (including closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bdocuments) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative as Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselmay reasonably request, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgagesprovided, the filing of UCC financing statementshowever, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to that this Section 6.12 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted pursuant to the terms and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13conditions of this Agreement.

Additional Subsidiaries. Within forty-five (45c) If any additional Material Domestic Subsidiary of any Domestic Borrower is formed or acquired after the Effective Date, or if any Subsidiary of any Domestic Borrower that is not a Material Domestic Subsidiary on the Effective Date becomes a Material Domestic Subsidiary following the Effective Date, the Lead Borrower will promptly notify the Agent and the Lenders thereof and (i) if a Material Domestic Subsidiary of which a Domestic Borrower owns directly or indirectly, at least 80% of the Voting Stock or ownership interest, as applicable, the Domestic Borrowers will cause such Material Domestic Subsidiary to become a Domestic Borrower or Guarantor hereunder, as the Agent may request, and under each applicable Security Document in the manner provided therein, within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a 112 such Material Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofis formed or acquired, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (ivA) number execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security AgreementB) by executing and delivering deliver to the Administrative Agent a joinder agreement documents of the types referred to the Security Agreementin clauses (b), (c), (k), (l), (m) and (r) of Section 4.1, together with such other documents as the Administrative Agent may request in its Permitted Discretion and (C) promptly take such actions to create and perfect Liens on such Material Domestic Subsidiary’s assets to secure the Obligations as the Agent shall deem appropriate for such purpose reasonably request and (ii) upon if any shares of capital stock or other equity interests or Indebtedness of such Material Domestic Subsidiary (whether or not wholly-owned) are owned by or on behalf of any Domestic Borrower, the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) Domestic Borrowers will cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices shares and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported promissory notes evidencing such Indebtedness to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13pledged within thirty (30) Days after such Material Domestic Subsidiary is formed or acquired or becomes a Material Domestic Subsidiary.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.9(a), promptly upon (45and in any event within fifteen (15) days Business Days after the acquisition (or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the such later date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof shall agree to in writingits sole discretion) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any such new Subsidiary and (iv) number the Loan Parties will execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (i) such new Subsidiary shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (ii) the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Security Agreement) by executing Collateral Documents. As promptly as reasonably possible, the Loan Parties and delivering to the Administrative Agent a joinder agreement to the Security Agreementtheir respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; , as the Administrative Agent may reasonably request in connection therewith and (c) cause will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13for the Secured Obligations.

Additional Subsidiaries. Within forty-(i) Promptly after the date the Company organizes, creates or acquires any additional Subsidiary, and, in any event, within two Business Days following receipt by the Company from the Lender of a security agreement and a guaranty of the Obligations each in form and substance satisfactory to the Lender, the Company shall cause such Subsidiary to execute and deliver such guaranty and security agreement to the Lender; (ii) within five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded becomes a Subsidiary” , the Company shall (including any Electing Guarantor): (aA) notify deliver to the Administrative Agent thereof in writing, together with Lender a supplement to the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) Security Agreement executed by the Borrower or any Subsidiary Company referencing such new Subsidiary, and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bB) cause such Subsidiary to have executed and filed any UCC-1 financing statements furnished by the Lender in each jurisdiction in which such filing is necessary to perfect the security interest of the Lender in the Collateral of such Subsidiary and in which the Lender request that such filing be made; (iiii) become a Guarantor by executing additionally, the Company and delivering such Subsidiary shall have executed and delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Lender such other documents items as reasonably requested by the Administrative Agent shall deem appropriate for such purpose Lender in connection with the foregoing, including resolutions, incumbency and (ii) upon the written request of the Administrative Agent in its sole discretionofficers' certificates, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content search reports and scope reasonably satisfactory to the Administrative Agentother certificates and documents; and (civ) cause the Lender may elect in its sole discretion to waive any such collateral delivery requirement set forth in this subsection (m) for any Subsidiary that will remain a dormant or shell Subsidiary. The Lender agrees to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable waive any such requirement in the opinion case of the Administrative Agent to vest in the Administrative Agent any non-U.S. Subsidiary (or in any representative the case of a stock pledge, to require the pledge of not more than 65% of the Administrative Agent designated by itcapital stock or other ownership interests of any such Subsidiary constituting a direct (I.E., "first tier") validnon-U.S. Subsidiary), subsisting and perfected Liens on the properties purported if any adverse tax consequences under applicable U.S. tax law would result therefrom. The provisions of this subsection (m) shall not be deemed to be subject implied consent to any such organization, creation or acquisition of any additional Subsidiary otherwise prohibited by the agreements delivered pursuant to terms and conditions of this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Agreement.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of The Borrowers shall not create any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded SubsidiarySubsidiaries existing on the Effective Date and disclosed in §8.19 hereto) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): unless (a) one hundred percent (100%) of the Capital Stock of such Subsidiary is owned by the Borrowers, (b) prior to the formation of such Subsidiary, the Borrowers shall notify the Administrative Agent thereof in writingand the Lenders thereof, together and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request guaranty all of the Administrative Agent Obligations hereunder pursuant to a guaranty in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions form and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and , which such guaranty shall be a Security Document hereunder, (cii) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) all steps as may be necessary or advisable in the opinion of the Administrative Agent to vest grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in any representative each case, in form and substance satisfactory to the Administrative Agent, as to each such guaranty and grant of security interest, where applicable, and (iv) provide the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13an updated Schedule 8.19 hereto.

Additional Subsidiaries. Within forty-five (45i) days after If Borrower proposes to incorporate, create or acquire any additional Subsidiary, Borrower shall provide Agent with prior notice thereof. After the incorporation, creation or acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” , within five Banking Days following receipt by Borrower from Agent of a security agreement, a stock pledge agreement and a guaranty of the Obligations each in form and substance satisfactory to Agent, Borrower shall (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bA) cause such Subsidiary to execute and deliver such guaranty and security agreement to Agent and (iB) become pledge (or cause to be pledged) the capital stock or ownership interest of such Subsidiary to Agent and Lenders pursuant to such stock pledge agreement. Majority Lenders may elect in their sole discretion to waive any such requirement for any Subsidiary that will remain a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined dormant or shell Subsidiary or in the Security Agreement) by executing and delivering case of any non-U.S. Subsidiary (or in the case of a stock pledge, to require the Administrative Agent a joinder agreement to pledge of not more than 65% of the Security Agreement, and capital stock of any such other documents as the Administrative Agent shall deem appropriate for such purpose and Subsidiary). (ii) upon the written Within five Banking Days after receipt from Agent of any request of the Administrative to do so, Borrower shall, or shall cause such Subsidiary to, have executed and filed any UCC-1 financing statements furnished by Agent in its sole discretioneach jurisdiction in which such filing is necessary to perfect the security interest of Agent in the Collateral of such Subsidiary and in which Agent requests that such filing be made. (iii) Additionally, Borrower and such Subsidiary shall execute and deliver to the Administrative Agent such Organization Documentsother items as reasonably may be requested by Agent in connection with the foregoing, resolutions including resolutions, incumbency and favorable officers’ certificates, opinions of counsel, all in form, content search reports and scope reasonably satisfactory to the Administrative Agent; other certificates and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13.

Additional Subsidiaries. Within forty-five (45a) If any additional Material Domestic Subsidiary of any Borrower is formed or acquired after the Effective Date, or if any Subsidiary of any Borrower that is not a Material Domestic 95 Subsidiary on the Effective Date becomes a Material Domestic Subsidiary following the Effective Date, the Lead Borrower will promptly notify the Agents and the Lenders thereof and (i) if a Material Domestic Subsidiary of which a Borrower owns directly or indirectly, at least 80% of the Voting Stock or ownership interest, as applicable, the Borrowers will cause such Material Domestic Subsidiary to become a Borrower or Guarantor hereunder, as the Administrative Agent may request, and under each applicable Security Document in the manner provided therein, within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a such Material Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofis formed or acquired, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (ivA) number execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security AgreementB) by executing and delivering deliver to the Administrative Agent a joinder agreement documents of the types referred to the Security Agreementin clauses (b), (c), (k), (l), (m), (n) and (r) of Section 4.1, together with such other documents as the Administrative Agent may request in its Permitted Discretion and (C) promptly take such actions to create and perfect Liens on such Material Domestic Subsidiary’s assets to secure the Obligations as the Administrative Agent shall deem appropriate for such purpose reasonably request and (ii) upon if any shares of capital stock or other equity interests or Indebtedness of such Material Domestic Subsidiary (whether or not wholly-owned) are owned by or on behalf of any Borrower, the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) Borrowers will cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices shares and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported promissory notes evidencing such Indebtedness to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13pledged within thirty (30) Days after such Material Domestic Subsidiary is formed or acquired or becomes a Material Domestic Subsidiary.

Additional Subsidiaries. Within forty-five (45) days after At the acquisition time of or prior to the formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after of Borrower, Borrower shall cause to be executed and delivered to Agent the date hereoffollowing, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof each case in writing, together with the form and substance satisfactory to Agent: (i) jurisdiction a guaranty agreement pursuant to which such Subsidiary shall guarantee the payment and performance of formation, all of the Obligations (and which guaranty agreement shall be a “Debt Document” for the purposes of this Agreement); (ii) number a joinder to this Agreement pursuant to which such Subsidiary shall grant to Agent, for the benefit of shares itself and Lenders, a first priority (subject to Permitted Liens that would be prior to the security interest granted hereunder as a matter of each class law, but not solely as a result of Equity Interests outstandinga prior UCC financing statement filing) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (iii) number an amendment to the Pledge Agreement delivered on the Closing Date and percentage pursuant to which all of outstanding shares the capital stock of each class owned (directly or indirectly) by such new Subsidiary shall be pledged to Agent, for the Borrower or any Subsidiary benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iv) number such other related documents (including lien searches, certified corporate documents, good standing certificates, closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as Agent may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties request. No Subsidiary formed in accordance with their termsthis Section 6.11 may (x) be a Foreign Subsidiary or (y) have any assets or liabilities prior to the delivery of the documents required in immediately preceding sentence. 6.13This Section 6.11 shall not operate as a consent to any formation of a Subsidiary that is not expressly permitted under this Agreement.

Additional Subsidiaries. Within forty-five (45) days after the acquisition If, at any time, any Specified Borrower or formation any of its Subsidiaries shall form any Wholly Owned new Material Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofof this Agreement or any Subsidiary becomes a Material Subsidiary, such Specified Borrower or such Material Subsidiary, as the occurrence case may be, shall, subject to applicable Requirements of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the Law (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or cause any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Material Subsidiary to (i) become a Guarantor by executing and delivering guarantee the Specified Obligations to the Administrative Agent a Joinder Agreementextent permitted by law, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon cause each holder of any Capital Stock of such Material Subsidiary to pledge 100% of such Capital Stock to the written request Specified Agent which shall be accompanied by such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Specified Agent; PROVIDED, that (i) in the event such Material Subsidiary is a direct Foreign Subsidiary of the Administrative US Borrower or its Domestic Subsidiaries, (x) only 65% of the voting Capital Stock of such Foreign Subsidiary need be pledged to the Collateral Agent and (y) such Foreign Subsidiary need not provide any guarantee or a security interest in its sole discretionassets, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (cii) cause such no voting Capital Stock or assets of any indirect Foreign Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent US Borrower or its Domestic Subsidiaries need be so pledged unless such Foreign Subsidiary is also a Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to vest secure the Specified Obligations of such Foreign Subsidiary Borrower, in which case the Administrative Agent (or in any representative of the Administrative Agent designated by it) validforegoing shall be complied with, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13applicable Requirements of Law.

Additional Subsidiaries. Within forty-five (45a) If any additional Material Domestic Subsidiary of any Borrower is formed or acquired after the Effective Date, or if any Subsidiary of any Borrower that is not a Material Domestic Subsidiary on the Effective Date becomes a Material Domestic Subsidiary following the Effective Date, the Lead Borrower will promptly notify the Agents and the Lenders thereof and (i) if a Material Domestic Subsidiary of which a Borrower owns directly or indirectly, at least 80% of the Voting Stock or ownership interest, as applicable, the Borrowers will cause such Material Domestic Subsidiary to become a Borrower or Guarantor hereunder, as the Administrative Agent may request, and under each applicable Security Document in the manner provided therein, within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a such Material Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofis formed or acquired, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (ivA) number execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security AgreementB) by executing and delivering deliver to the Administrative Agent a joinder agreement documents of the types referred to the Security Agreementin clauses (b), (c), (k), (l), (m), (n) and (r) of Section 4.1, together with such other documents as the Administrative Agent may request in its Permitted Discretion and (C) promptly take such actions to create and perfect Liens on such Material Domestic Subsidiary’s assets to secure the Obligations as the Administrative Agent shall deem appropriate for such purpose reasonably request and (ii) upon if any shares of capital stock or other equity interests or Indebtedness of such Material Domestic Subsidiary (whether or not wholly-owned) are owned by or on behalf of any Borrower, the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) Borrowers will cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices shares and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported promissory notes evidencing such Indebtedness to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13pledged within thirty (30) Days after such Material Domestic Subsidiary is formed or acquired or becomes a Material Domestic Subsidiary.

Additional Subsidiaries. Within forty-five Group shall, and shall cause each of its Subsidiaries hereafter formed or acquired to execute and deliver to Bank, within sixty (4560) days after of the formation or acquisition or formation of any Wholly Owned Subsidiary that is thereof, a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofjoinder agreement in form and substance satisfactory to Bank, or the occurrence of any causing such Subsidiary no longer qualifying to become a Borrower or Guarantor hereunder, and a party to each applicable Loan Document, in each case as an “Excluded if such Subsidiary had been a Borrower or Guarantor, as applicable, as of the Effective Date, together with appropriate Lien searches requested by Bank indicating Bank’s first priority Lien (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement) on such Subsidiary” (including any Electing Guarantor): ’s personal property and, in connection with such deliveries, cause to be delivered to Bank (a) notify the Administrative Agent thereof a favorable written opinion of counsel satisfactory to Bank as to such matters relating thereto as Bank may reasonably request, in writing, together with the (i) jurisdiction of formationform and substance reasonably satisfactory to Bank, (iib) number any stock certificates or other certificates, accompanied by stock powers duly executed in blank, with regard to the capital stock of shares of each class of Equity Interests outstandingsuch Subsidiary, (iiic) number and percentage of outstanding shares of each class owned (directly such other agreements, instruments, approvals or indirectly) by the Borrower or any Subsidiary and (iv) number and effectother documents, if exercisedincluding Control Agreements, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights as Bank may request with respect thereto, and (d) certified copies of the organizational documents, resolutions and incumbency certificate of such Subsidiary; (b) cause provided however, if such Subsidiary is organized outside the United States and causing such Subsidiary to (i) become a Borrower, grantor of security interest or Guarantor causes material adverse tax results as reasonably determined by executing and delivering Group’s Board of Directors, then (1) such Subsidiary is not required to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security AgreementBorrower or Guarantor hereunder, and (2) such other documents as the Administrative Agent pledge shall deem appropriate for such purpose and (ii) upon the written request be limited to 66% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent outstanding voting stock of such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Subsidiary.

Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary is formed or acquired after the acquisition Effective Date or formation of if Borrower elects at any Wholly Owned time to cause a Foreign Subsidiary that to become a Subsidiary Loan Party, Holdings will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is (x) a Domestic Subsidiary (other than which is not an Excluded Foreign Subsidiary) after the date hereof, or the occurrence of any such (y) a Foreign Subsidiary no longer qualifying that Borrower elects not to be categorized as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writingForeign Subsidiary or that was a Target of an acquisition permitted by Section 6.04(k), together with the Holdings will: (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering party to the Security Documents promptly after such Subsidiary is formed or acquired; (ii) deliver all documentation as the Administrative Agent a Joinder Agreementmay require to evidence the authority of such Subsidiary to execute, become a Pledgor deliver and perform the Loan Documents and to evidence the existence and good standing of such Subsidiary; and (as defined in iii) cause such Subsidiary to promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents Obligations as the Administrative Agent shall deem appropriate for such purpose reasonably request and (iib) upon the written request of the Administrative Agent if any Equity Interest in its sole discretionsuch Subsidiary are owned by any Loan Party, deliver Holdings will cause such Equity Interests to be pledged pursuant to the Administrative Agent Security Documents promptly after such Organization DocumentsSubsidiary is formed or acquired (except that, resolutions and favorable opinions of counselif such Subsidiary is an Excluded Foreign Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause Equity Interests issued by such Subsidiary to take whatever action (including be pledged pursuant to the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may Security Documents shall be necessary or advisable in the opinion limited to 65% of the Administrative Agent to vest in the Administrative Agent (or in any representative outstanding voting Equity Interests of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13such Subsidiary).

Additional Subsidiaries. Within forty-five (45) days after Prior to or upon the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary that is not an Excluded Subsidiary, cause such Person to become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Joinder AgreementAgreement or such other documents as the Required Purchasers shall reasonably request for such purpose, and (ii) if such Subsidiary (other than an Immaterial Subsidiary) is a Foreign Subsidiary or is a Foreign Subsidiary Holding Company, in each case, that is not an Excluded Subsidiary, cause such Person to become a Pledgor (as defined in the Security Agreement) Norwegian Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose purpose, and in each case (i) and (ii) upon the written request of the Administrative Agent in its sole discretion), deliver to the Administrative Collateral Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(f) and (g) and if requested by the Required Purchasers, resolutions and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as applicable), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsRequired Purchasers. 6.1372 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 7.13

Additional Subsidiaries. Within forty(a) If any Wholly-five (45) days Owned Domestic Subsidiary, other than an Immaterial Subsidiary or a Domestic Subsidiary of a Foreign Subsidiary, is formed or acquired after the acquisition or formation Closing Date (which, for the purposes of this paragraph, shall include (x) any Wholly Domestic Subsidiary that was previously not a Wholly-Owned Subsidiary that is becomes a Wholly-Owned Subsidiary and (y) any Domestic Subsidiary (other than that was previously an Excluded Immaterial Subsidiary and that ceases to be an Immaterial Subsidiary) after ), the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) Borrower will notify the Administrative Agent in writing thereof in writing, together with not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired and (ia) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) will cause such Subsidiary to (i) execute and deliver each applicable Guarantee Document (or otherwise become a Guarantor by executing party thereto in the manner provided therein) and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor party to each applicable Security Document in the manner provided therein, in each case not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired and (ii) promptly take such actions to create and perfect Liens on such Subsidiary’s Collateral (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose reasonably request and (iib) upon the written request if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of the Administrative Agent in its sole discretionBorrower or any Subsidiary Guarantor, deliver the Borrower will cause such Equity Interests to be pledged pursuant to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to Security Documents not later than the Administrative Agent; and (c) cause tenth Business Day after the date on which such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary is formed or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13acquired.

Additional Subsidiaries. Within forty-five Each Credit Party will, and will cause each of its Subsidiaries to, within thirty (4530) days after the creation or acquisition or formation of any Wholly Owned Subsidiary that is of a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofCredit Party, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number cause to be executed and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined a) duly executed joinder agreements in the Security Agreement) by executing form and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope substance reasonably satisfactory to the Administrative AgentAgent joining such Subsidiary to the Security Agreement or the Canadian Security Agreement, as applicable, and any other applicable Security Documents; provided that (i) no Foreign Subsidiary (other than Canada) and (ii) no Subsidiary that is not a Material Operating Subsidiary shall be required to execute any such joinder agreements, (b) updated Schedules 8.1(a), 8.1(b) and 8.1(y) reflecting the creation or acquisition of such Subsidiary, (c) cause a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such Subsidiary to take whatever action this Agreement as a Borrower or a Guarantor, as applicable (including subject to the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable same exceptions described in the opinion of proviso to clause (a) above), (d) a duly executed pledge agreement in form and substance reasonably satisfactory to the Administrative Agent pledging all direct or beneficial Equity Interests in such new Subsidiary (regardless of whether owned by a Credit Party or a Subsidiary of a Credit Party or a minority shareholder); provided that no Equity Interests of (i) any Subsidiary which is organized outside of the United States (other than Canada) or (ii) any Subsidiary which is not a Material Operating Subsidiary shall be required to vest in be pledged, (e) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to any such joinder agreements and pledge agreement, (f) original stock or other certificates and stock or other transfer powers evidencing the Equity Interests of such Credit Party in such Subsidiary pledged pursuant to such pledge agreement, (g) all documents required by Section 10.11, and (h) any representative of other documents and certificates as may be requested by the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Agent.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of The Borrowers shall not create any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded SubsidiarySubsidiaries existing on the Closing Date and disclosed in Section 9.19 hereto) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): unless (a) one hundred percent (100%) of the Capital Stock of such Subsidiary is owned by the Borrowers, (b) prior to the formation of such Subsidiary, the Borrowers shall notify the Administrative Agent thereof in writingand the Lenders thereof, together and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request guaranty all of the Administrative Agent Obligations hereunder pursuant to a guaranty in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions form and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and , which such guaranty shall be a Security Document hereunder, (cii) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) all steps as may be necessary or advisable in the opinion of the Administrative Agent to vest grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in any representative each case, in form and substance satisfactory to the Administrative Agent, as to each such guaranty and grant of security interest, where applicable, and (iv) provide the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsan updated Schedule 9. 6.1319 hereto.

Additional Subsidiaries. Within forty-five (45) days after Give the acquisition Administrative Agent prompt written notice of the creation, establishment or formation acquisition, in any manner, of any Wholly Owned Subsidiary of the Company not existing on the Closing Date or of the fact that a Subsidiary has ceased to be an Excluded Subsidiary. Subject to the last sentence of this Section 6.12, the Company or a Domestic Subsidiary, as appropriate, (a) shall execute a Pledge Agreement, in the form of Exhibit H-1 or H-2 hereto (or such other agreement as shall be required by the Administrative Agent), as applicable, with respect to not more than 65% of each class of the capital stock or other equity interest of each First-Tier Subsidiary of such Person which is or becomes a Non-Domestic Subsidiary and which is not an Excluded Subsidiary, and (b) shall cause each Subsidiary of such Person which is a Domestic Subsidiary (other than and which is not an Excluded Subsidiary) after Subsidiary to execute a Guaranty, in the date hereofform of Exhibit C hereto, or in the occurrence case of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): both (a) notify and (b), within fifteen (15) Business Days after the Administrative Agent thereof in writingcreation, together with establishment or acquisition of such Subsidiary or of the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any date such Subsidiary ceases to be an Excluded Subsidiary and (iv) number in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers, opinions of counsel and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the Closing Date, or as the Administrative Agent shall deem appropriate for such purpose may request, each in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and (c) cause such Subsidiary . In no event shall the Company be required to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion pledge any of the Administrative Agent to vest in the Administrative Agent (or in any representative assets of a Subsidiary of the Administrative Agent designated by itCompany that is a controlled foreign corporation, as defined in Section 957(a) validof the Code, subsisting and perfected Liens on the properties purported to be subject including, but not limited to the agreements delivered pursuant to this Section 6.12 and stock of any Subsidiary of the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Company held directly or indirectly by any such Subsidiary.

Additional Subsidiaries. Within forty-five (45) days If, at any time, either the Borrower or any of its respective Subsidiaries shall form any new Subsidiary after the acquisition date of this Agreement (this subsection not constituting authority to form a new Subsidiary), the Borrower or formation of any Wholly Owned Subsidiary that is a Domestic such Subsidiary, as the case may be, shall (i) cause such new Subsidiary (other than an Excluded a Foreign Subsidiary) after the date hereof, or the occurrence to execute and deliver a Domestic Subsidiaries' Guarantee in favor of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof substantially in writing, together with the (i) jurisdiction form of formationExhibit B-1, (ii) number cause such new Subsidiary (other than a Foreign Subsidiary) to execute and deliver a Domestic Subsidiary Security Agreement in favor of shares the Administrative Agent substantially in the form of each class of Equity Interests outstandingExhibit B-8, and (iii) number and percentage cause each holder of outstanding shares any Capital Stock of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering pledge 100% of such Capital Stock to the Administrative Agent pursuant to a Joinder AgreementPledge Agreement substantially in the form of Exhibit B-4, become provided that if the grant of such a Pledgor pledge would be reasonably likely to result in the Borrower incurring income tax liability (as defined in determined by the Security Agreement) Borrower and agreed to by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary pursuant to take whatever action (including Subpart F of the recording of mortgagesCode, the filing property pledged pursuant hereto will be that property which can be pledged without incurring such liability, and provided, further each of UCC financing statementssuch Subsidiaries' Guarantee, the giving of notices Domestic Subsidiary Security Agreements and the endorsement of notices on title documents) may Pledge Agreement shall be necessary or advisable in the opinion of accompanied by such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any Wholly Owned wholly-owned Subsidiary (including upon the acquisition of the remainder of the Capital Stock of any Subsidiary that is prior to such time was not a Domestic wholly-owned Subsidiary) or any Material Subsidiary (other than an Excluded including upon a non-Material Subsidiary becoming a Material Subsidiary) after the date hereof), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) shall cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined joinder agreement substantially in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose form of Exhibit E and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions (A) documents of the types referred to in Sections 4.01(a)(iii) and (iv) and (B) favorable opinions of counselcounsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that (x) for the avoidance of doubt, no less than wholly-owned Subsidiary existing on the Closing Date shall be required to become a Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Subsidiary and (cy) cause no less than wholly-owned Material Subsidiary formed or acquired after the Closing Date shall be required to become a Guarantor hereunder unless the minority or non-controlling interest in such Subsidiary to take whatever action is owned by CONE or its Affiliates (including which for the recording avoidance of mortgagesdoubt, the filing of UCC financing statementsshall include in this case CONSOL, the giving of notices Noble and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13respective Affiliates).

Additional Subsidiaries. (a) Within forty-five ten (4510) days Business Days (or such later date as the Servicer may agree in its sole discretion) after any Domestic Subsidiary is acquired or formed (including, without limitation, upon the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, the Sponsor shall (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with Servicer and the (i) jurisdiction of formationParticipants thereof, (ii) number of shares of each class of Equity Interests outstandingif such Domestic Subsidiary is a Material Domestic Subsidiary, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to become a Guarantor by (ix) executing agreements in the form of Annex 1 to the Guaranty Agreement and (y) if the Trigger Event has occurred, a security agreement or a joinder agreement thereto granting to the Servicer for the benefit of the Participants a first priority security interest and lien in all of its assets pursuant to the Credit Party Collateral Documents, in form reasonably satisfactory to the Servicer and (iii) if such Subsidiary is a Material Domestic Subsidiary, cause such Domestic Subsidiary to deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 3.1 as reasonably requested by the Servicer. In the event that any Domestic Subsidiary that is not already a Guarantor becomes a Material Domestic Subsidiary at any time after its formation or acquisition, the Sponsor shall have up to ten (10) Business Days (or such later date as the Servicer may agree in its sole discretion) to cause it to (x) become a Guarantor by executing and delivering agreements in the form of Annex 1 to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose Guaranty Agreement and (iiy) upon deliver simultaneously therewith similar documents applicable to such Domestic Subsidiary described in Section 13.1 as reasonably requested by the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13Servicer.

Additional Subsidiaries. Within forty-five Subject to subsection 7.12 (45c) below, within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded event described in subsections 7.12(b)(ii)(A) or (B) below with respect to any Material Subsidiary” (including any Electing Guarantor): , the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretoRESERVED; (b) cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 5.1(b), resolutions and favorable opinions of counselcounsel to such joining Guarantor (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and provided that the foregoing requirements of this clause (b) shall apply only if: (i) RESERVED; or (ii) (A) Such Material Subsidiary which is an Unencumbered Property Owner, or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary, becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower; or (B) As to any other Material Subsidiary; such Material Subsidiary (or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower, unless the terms of such Indebtedness prohibit the execution of such guaranty. (c) cause Notwithstanding the foregoing, no such Subsidiary shall be required to take whatever action become a Guarantor under subsection 7.12(b)(ii)(B) if such Subsidiary (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsI) may be necessary is an Excluded Subsidiary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13a

Additional Subsidiaries. Within forty-five (45a) days after In the event that, subsequent to the Effective Date, any Direct Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, whether pursuant to an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary otherwise, (other than an Excluded Subsidiaryx) within twenty (20) Business Days after the date hereofsuch Direct Wholly Owned Domestic Subsidiary becomes a Significant Subsidiary, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) Borrower shall notify the Administrative Agent and the Lenders thereof in writingand (y) within twenty (20) Business Days thereafter, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) shall cause such Direct Wholly Owned Domestic Subsidiary to Guarantee the Obligations pursuant to Article XI. In addition, to the extent the Capital Stock of such Direct Wholly Owned Domestic Subsidiary is not already pledged, within twenty (i20) Business Days after the date that the Borrower gives the Administrative Agent and the Lenders notice that such Direct Wholly Owned Domestic Subsidiary has become a Guarantor Significant Subsidiary, the Borrower shall pledge all of the Capital Stock of such Direct Wholly Owned Domestic Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering an amendment or supplement to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing First and delivering to the Administrative Agent a joinder agreement to the Second Lien Security Agreement, in form and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; , and (c) cause to deliver the original stock certificates, if any, evidencing such Subsidiary Capital Stock to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or or, in any representative the case of Shared Collateral, the Existing Collateral Agent, as bailee for the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms. 6.13the terms of the Intercreditor Agreement), together with appropriate stock powers executed in blank.