Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or or, with respect to any such Subsidiary, to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares; providedShares of each such newly created Subsidiary. In the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary, howeverBorrower shall also grant and pledge to Collateral Agent, that for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares of ConforMIS Hong Kong. Notwithstanding the foregoing, solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereof, or otherwise approved by the Required Lenders, and with respect to ConforMIS Hong Kong, in the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares would could reasonably be expected to create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if (A) Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (B) no Intellectual Property is held or maintained by such Foreign Subsidiary at any time; and (C) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which If Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Foreign Subsidiary in an acquisition permitted by Section 7.7 formed after the date hereof or otherwise approved by during the Required Lenders, term of this Agreement): (i) if such Foreign New Subsidiary shall is not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, Agent a perfected security interest in more than sixty-five percent (65%) 100% of the Shares stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of grant and pledge to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than sixty-five percent (65%) % of the Shares would create a present presently existing and existing adverse tax consequence hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower under the U.S. Internal Revenue Codeor such non-Foreign Subsidiary shall be required to be pledged.

Creation/Acquisition of Subsidiaries. In the event Borrower, that any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any Subsidiary, Borrower or such Subsidiary shall provide prior written notice promptly notify Bank of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Bank to Collateral Agent and each Lender achieve any of the creation or acquisition following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender this Agreement): (a) to cause each such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become either a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableb) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such Foreign New Subsidiary shall not be required to guarantee the Obligations of Borrower which is organized under the Loan Documents and grant a continuing pledge and security interest in and to laws of the assets of such Foreign SubsidiaryUnited States, and (ii) 65% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary which is not organized under the laws of the United States. Notwithstanding the foregoing, so long as Borrower maintains an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall not be required to grant comply with the terms of Section 6.9(b)(ii) above with respect to New Subsidiaries created or acquired after the Closing Date; provided, however, prior to or concurrently with the pledge of any stock, units or other evidence of ownership to Subordinated Lender, Borrower will pledge such stock, units or other evidence of ownership to Bank pursuant to a pledge agreement acceptable to Bank. If, at any time, Borrower fails to maintain an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall notify Bank within ten (10) days and pledge shall have twenty (20) Business Days comply with the terms of Section 6.9(b)(ii) with respect to Collateral Agent, for all New Subsidiaries created or acquired after the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeClosing Date.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Issuer or any Subsidiary (including for the avoidance of its Subsidiaries doubt, the Operating Company) of any Issuer creates or acquires any Subsidiary after the Closing Date that is not an Excluded Subsidiary, Borrower Issuer or such Subsidiary shall provide prior written notice promptly notify the Purchasers of such creation or acquisition, and Issuer or such Subsidiary shall take all actions reasonably requested by the Purchasers in writing to Collateral Agent and each Lender achieve any of the creation or acquisition following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender this Agreement): (i) to cause each such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableii) shall to grant and pledge to Collateral Agent, Agent (for the ratable benefit of the Lenders, Secured Parties) a perfected security interest in (x) one hundred percent (100%) of the Shares; providedstock, however, that solely in the circumstance in units or other evidence of ownership held by Issuer or its Subsidiaries of any such New Subsidiary which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower is organized under the Loan Documents and grant a continuing pledge and security interest in and to laws of the assets of such Foreign SubsidiaryUnited States, and (iiy) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in no more than sixty-five percent (65%) of the Shares presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, if Borrower demonstrates that any Person who guarantees any Indebtedness incurred by Issuer pursuant to any Junior Indebtedness (or, in the reasonable satisfaction case of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) each of the Shares would create preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeGuarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder, guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each Subsidiary; provided, however, provided that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of any Subsidiary of such Foreign SubsidiaryBorrower not incorporated or organized under the laws of one of the States or jurisdictions of the United States, and any such Subsidiary shall not be required to execute a guaranty in favor of Collateral Agent or become a co-Borrower hereunder, if such Borrower demonstrates to the Collateral Agent’s reasonable satisfaction that a pledge of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares would create Shares, or a guaranty from such Subsidiary, or the adding of such Subsidiary as a co-Borrower hereunder, creates a present and existing adverse tax consequence to such Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five [***] percent (65[***]%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five [***] percent (65[***]%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, to secure payment and performance of the Obligations a perfected security interest in the Shares; stock, units or other evidence of ownership of each such newly created Subsidiary, provided, however, that solely in the circumstance in which case of a Foreign Subsidiary, Borrower (or any domestic Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by which is the Required Lenders, (i) owner of such Foreign Subsidiary Subsidiary) shall not be required to guarantee the Obligations of Borrower under the Loan Documents and pledge or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares outstanding equity securities of such Foreign Subsidiary, Subsidiary and no assets of such Foreign Subsidiary shall be required to be pledged or subject to a security interest hereunder if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares outstanding equity securities would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code. Notwithstanding the foregoing, Borrower shall not be required to pledge or grant a security interest in more than sixty five percent (65%) of the outstanding equity securities of the Australia Subsidiary and no assets of the Australia Subsidiary shall be required to be pledged or subject to a security interest hereunder.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, Subsidiary if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that (A) no Intellectual Property is held or maintained by such Foreign Subsidiary providing at any time and (B) the aggregate value of cash and Cash Equivalent assets held by such Foreign Subsidiary may not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any given time. Notwithstanding anything herein to the contrary, the parties hereto agree that the Securities Corporation shall not be required to become a co-Borrower or provide a guarantee or pledge of the Obligations and security interest or Borrower providing furthermore that the Securities Corporation shall not be obligated to grant a perfected security interest in more than sixty-five percent (65%) any of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codeits assets.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral promptly notify Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary Subsidiary, if it is a Domestic Subsidiary, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and (or, in Agent’s reasonable discretion) Borrower (or its such Subsidiary, as applicable) , shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; providedShares of the new Subsidiary (provided that if such new Subsidiary is not a Domestic Subsidiary, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary pledge shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares outstanding shares of such Foreign Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, if Borrower demonstrates to in the reasonable satisfaction of Collateral Agent event that such Foreign Subsidiary the operating agreement for ECL7 no longer restricts it from providing such a guarantee or pledge and security interest or otherwise incurring debt, Borrower providing shall cause ECL7 to become a perfected security interest co-Borrower hereunder or, in more than sixty-five percent (65%) Lenders’ reasonable discretion, to guarantee the Obligations of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeLoan Documents.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary. At Collateral Agent’s request, in its sole discretion, Borrower or such Subsidiary and if it is also a Loan Party shall take all such action as may be reasonably Credit Agreement – Domo, Inc. required by Collateral Agent or any Lender to cause each such created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the assets same extent that Parent has granted hereunder under the definition of such “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary, and (ii) Borrower Subsidiary shall not be required limited to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares total Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, if Borrower demonstrates shall (a) grant and pledge, or cause to the reasonable satisfaction of be granted and pledged, to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than one hundred percent (100%) of the Equity Interests of each such Subsidiary, and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. If such new Subsidiary is a Foreign Subsidiary and the pledge of 100% of such new Subsidiary’s Equity Interests and the execution of a Joinder Agreement would result in material adverse tax consequences to Parent or such new Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the Shares would create Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), and if such new Subsidiary has signed a present and existing Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, unless Borrower will suffer material adverse tax consequence to Borrower consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the U.S. Internal Revenue Code.Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the Equity Interests of such entity owned by any Loan Party shall be required to be pledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). Credit Agreement – Domo, Inc.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary (subject to the limitations in the definition of Shares); provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section Sections 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and Subsidiary (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that provided such Foreign Subsidiary providing shall be subject to the same negative pledge arrangement with Collateral Agent and the Lenders as if party hereto) if the aggregate value of cash and Cash Equivalents held or maintained by such guarantee or pledge and security interest or Borrower providing Foreign Subsidiary does not exceed a perfected security interest in more than sixty-five percent book value of Two Hundred Fifty Thousand Dollars (65%$250,000.00) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codeat any time.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Loan Party or any Subsidiary of its Subsidiaries any Loan Party creates or acquires any Subsidiary (other than an Immaterial Subsidiary) after the Effective Date (including, for the avoidance of doubt, pursuant to a Permitted Acquisition), such Loan Party or such Subsidiary shall promptly, but in any event within twenty (20) Business Days, such Loan Party or such Subsidiary shall, subject to any legal restrictions, take all actions reasonably requested by the Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary created, formed or acquired after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary to become a Guarantor with respect to the Obligations and (ii) to grant and pledge to Agent a perfected security interest in 100% of the stock, units or other evidence of ownership held by such Loan Party or its Subsidiaries of any such New Subsidiary. In the event (a) one or more Subsidiaries that were previously Immaterial Subsidiaries no longer qualify as an Immaterial Subsidiary (including any Specified Immaterial Subsidiary that fails to satisfy the requirements therefore set forth in the definition of Immaterial Subsidiary), or (b) Parent elects to have any one or more Subsidiaries become a Loan Party and notifies the Agent of such election, such Subsidiary or Subsidiaries shall be treated as a “New Subsidiary” and be subject to clauses (i) and (ii) of the immediately preceding sentence as if they were created or acquired on the date they cease to be Immaterial Subsidiaries or on the date of any such notification, as applicable. Any New Subsidiary that is an Immaterial Subsidiary shall be a direct Subsidiary of a Loan Party, and such Loan Party shall pledge one hundred percent (100%) of the equity interests owned in such New Subsidiary, Borrower provided that the requirement in the immediately preceding sentence shall provide prior written notice not apply to Collateral Agent thirty percent (30%) of all New Subsidiaries and each Lender of shall only apply following the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee three (3) New Subsidiaries that are Immaterial Subsidiaries after the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeEffective Date.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries Borrower’s Subsidiaries, creates or acquires any Subsidiary (a “New Subsidiary”), Borrower, or such Subsidiary, Borrower shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new New Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such New Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such New Subsidiary (substantially as described on Exhibit A hereto); and Borrower (Borrower, or its such Subsidiary, as applicable) , shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and each Lender, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such New Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and nor to grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) with regard to a First-Tier Foreign Subsidiary, Borrower or the applicable Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares issued and outstanding capital stock, membership units or other securities of such First-Tier Foreign Subsidiary, and (iii) with regard to a Foreign Subsidiary directly owned by another Foreign Subsidiary, Borrower and its Subsidiaries shall not be required to grant and pledge to Collateral Agent a security interest in any of the issued and outstanding capital stock, membership units or other securities of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof. in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent and each Lender promptly notify Bank of the creation or acquisition of such new Subsidiary and and, at Bank’s request, in its sole discretion, take all such action as may be reasonably required by Collateral Agent or any Lender Bank to cause each such Subsidiary to to, in Bank’s sole discretion, become a co-Borrower hereunder or to guarantee the Obligations of Borrower Guarantor under the Loan Documents and, in each case, and grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the Shares; providedstock, howeverunits or other evidence of ownership of each Subsidiary. Notwithstanding the foregoing, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, event that (i) such adding any Foreign Subsidiary shall not be required to guarantee the Obligations of as a co-Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiaryor Guarantor, and (ii) Borrower shall not be required causing any Foreign Subsidiary to grant and pledge xxxxx x Xxxx in favor of Bank to Collateral Agent, for secure the ratable benefit of Lenders, a perfected security interest in more Obligations or (iii) pledging greater than sixty-five percent (65%) of the Shares stock of such a Foreign Subsidiary, if Subsidiary would result in a material net increase in tax liability for Borrower demonstrates to the reasonable satisfaction of Collateral Agent that and such Foreign Subsidiary providing taken as a whole (taking into account (A) any applicable offsets related to credits for the underlying foreign income taxes in the case of additional US income taxes required to be paid as a result of a deemed dividend and (B) the application of net operating loss carry forwards, if any), then such guarantee Foreign Subsidiary shall, not be required to take the applicable action referred to in Clauses (i) (ii) or (iii) above. For the avoidance of doubt, a pledge and security interest or Borrower providing a perfected security interest in more than of sixty-five percent (65%) of the Shares stock of each Foreign Subsidiary shall be required in the event that a pledge of one hundred percent (100%) would create result in a present and existing adverse material net increase in tax consequence liability as described in the previous sentence. Any document, agreement, or instrument executed or issued pursuant to Borrower under the U.S. Internal Revenue Codethis Section 6.12 shall be a Loan Document.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof under this Agreement or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeCode (it being agreed that Borrower does not need make such demonstration with respect to the stock of the Singapore Subsidiary and that, notwithstanding any provision of this Agreement (including the definition of “Collateral”), no more than sixty-five percent (65%) of the stock, units or other evidence of ownership of the Singapore Subsidiary shall be subject to a pledge and security interest in favor of the Agent and the Lenders).

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or or, to the extent permitted hereunder, acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division), Borrower and such Subsidiary shall provide prior written notice to Collateral promptly (and in any event within five (5) Business Days of such creation or acquisition) notify Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, howeverthat Borrower shall not be permitted to make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements. Notwithstanding the foregoing, that solely so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders830 Code of Mass. Regulations 63.38B.1, (i) such Foreign Securities Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and subject to the assets of such Foreign Subsidiary, and Joinder Requirements (other than except as set forth in clause (ii) below); provided, that, (i) Borrower shall not be required permitted to grant make any Investment in such Securities Subsidiary other than pursuant to clause (g) of the definition of Permitted Investments and (ii) the Securities Subsidiary shall be subject to a pledge to Collateral Agent, for the ratable benefit by Borrower of Lenders, a perfected security interest in more than sixty-five one hundred percent (65100.0%) of the Shares of such Foreign Securities Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code’s equity interests.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required LendersSubsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary, provide Collateral Agent and Lenders with a completed Perfection Certificate in respect of such Subsidiary substantially in the form of Annex I attached hereto, and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting the negative covenant contained in Section 7.3 hereof, in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent and each Lender promptly notify Bank of the creation or acquisition of such new Subsidiary and and, at Bank’s request, in its sole discretion, take all such action as may be reasonably required by Collateral Agent or any Lender Bank to cause each such Subsidiary to to, in Bank’s sole discretion, become a co-Borrower hereunder or to guarantee the Obligations of Borrower Guarantor under the Loan Documents and, in each case, and grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in one hundred percent (100%) of the Sharesstock, units or other evidence of ownership of each Subsidiary; provided, howeverthat with respect to any Foreign Subsidiary, that solely in the circumstance in which event that Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, and Bank mutually agree that (i) such Foreign Subsidiary shall not be required to guarantee the Obligations grant of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, and (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have a material adverse tax effect on the Borrower, then the Borrower shall not only be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, Bank a perfected security interest in more than up to sixty-five six percent (6566%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and and, for each such new Subsidiary which is not an MSC Subsidiary, take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, Lenders (ix) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (iiy) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeCode (each, an “Excluded Foreign Subsidiary”). Lenders agree that each Foreign Subsidiary described in the Perfection Certificate as of the Effective Date is an Excluded Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, Subsidiary if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Issuer or any Subsidiary (including for the avoidance of its Subsidiaries doubt, the Operating Company) of any Issuer creates or acquires any Subsidiary after the Closing Date that is not an Excluded Subsidiary, Borrower Issuer or such Subsidiary shall provide prior written notice promptly notify the Purchasers of such creation or acquisition, and Issuer or such Subsidiary shall take all actions reasonably requested by the Purchasers in writing to Collateral Agent and each Lender achieve any of the creation or acquisition following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender this Agreement): (i) to cause each such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableii) shall to grant and pledge to Collateral Agent, Agent (for the ratable benefit of the Lenders, Secured Parties) a perfected security interest in (x) one hundred percent (100%) of the Shares; providedstock, however, that solely in the circumstance in units or other evidence of ownership held by Issuer or its Subsidiaries of any such New Subsidiary which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower is organized under the Loan Documents and grant a continuing pledge and security interest in and to laws of the assets of such Foreign SubsidiaryUnited States, and (iiy) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in no more than sixty-five percent (65%) of the Shares presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, if Borrower demonstrates that any Person who guarantees any Indebtedness incurred by Issuer pursuant to any Junior Indebtedness (or, in ASIA-DOCS\12847562.6 DRAFT 076267-0001 the reasonable satisfaction case of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) each of the Shares would create preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeGuarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Issuer or any Subsidiary of its Subsidiaries any Issuer creates or acquires any Subsidiary after the Effective Date that is not an Excluded Subsidiary, Borrower Issuer or such Subsidiary shall provide prior written notice promptly notify the Purchasers of such creation or acquisition, and Issuer or such Subsidiary shall take all actions reasonably requested by the Purchasers to Collateral Agent and each Lender achieve any of the creation or acquisition following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender this Agreement): (i) to cause each such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableii) shall to grant and pledge to Collateral Agent, Agent (for the ratable benefit of the Lenders, Secured Parties) a perfected security interest in (x) one hundred percent (100%) of the Shares; providedstock, however, that solely in the circumstance in units or other evidence of ownership held by Issuer or its Subsidiaries of any such New Subsidiary which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower is organized under the Loan Documents and grant a continuing pledge and security interest in and to laws of the assets of such Foreign SubsidiaryUnited States, and (iiy) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in no more than sixty-five percent (65%) of the Shares presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, if Borrower demonstrates that any Person who guarantees any Indebtedness incurred by Issuer pursuant to (i) the reasonable satisfaction Existing Notes or (ii) any Junior Indebtedness (or, in the case of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) each of the Shares would create preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeGuarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent and each Lender promptly notify Lenders of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Lenders to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, and grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and Lenders a perfected security interest in the Sharesstock, units or other evidence of ownership of each; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, and Lenders a perfected security interest in more than sixty-five percent (65%) % of the Shares total combined voting power of all classes of stock entitled to vote the shares of capital stock of such Foreign SubsidiarySubsidiary (the “Shares”), if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) % of the Shares would create a present and existing have adverse tax consequence consequences to Borrower under pursuant to Section 956 of the U.S. Internal Revenue CodeCode and the regulations thereunder.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent and each Lender promptly notify Lenders of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Lenders to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders in accordance with their Pro Rata Share, and Lenders, a perfected security interest in the Shares; providedstock, howeverunits or other evidence of ownership of each such Subsidiary. Without limiting the foregoing, that solely (x) Collateral Agent and Lenders reserve the right to add as a co-borrower and/or guarantor hereunder, in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required reasonable discretion of Collateral Agent and Lenders, (i) such Foreign Subsidiary shall not be required to guarantee in consultation with Borrower, TCD, in the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest event TCD satisfies in and full prior to the assets Maturity Date the full amount of such Foreign Subsidiary, the Indebtedness owing the Note Holders; and (iiy) upon the occurrence of an Event of Default, Borrower shall not be required to grant and pledge assign to Collateral Agent, for the ratable benefit of the Lenders in accordance with their Pro Rata Share, and Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares in and assets of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeSupernus Europe.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary. At Collateral Agent’s request, in its sole discretion, Borrower or such Subsidiary and if it is also a Loan Party shall take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the assets same extent that Parent has granted hereunder under the definition of such “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary, and (ii) Borrower Subsidiary shall not be required limited to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares total Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, if Borrower demonstrates shall (a) grant and pledge, or cause to the reasonable satisfaction of be granted and pledged, to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than one hundred percent (100%) of the Equity Interests of each such Subsidiary, and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. If such new Subsidiary is a Foreign Subsidiary and the pledge of 100% of such new Subsidiary’s Equity Interests and the execution of a Joinder Agreement would result in material adverse tax consequences to Parent or such new Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the Shares would create Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), and if such new Subsidiary has signed a present Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury CreditAmended and existing Restated Loan and Security Agreement – Domo, Inc. Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, unless Borrower will suffer material adverse tax consequence to Borrower consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the U.S. Internal Revenue CodeLoan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the Equity Interests of such entity owned by any Loan Party shall be required to be pledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). As of the Restatement Date, Domo Utah shall have executed a Joinder Agreement pledging all of its Collateral in favor of Collateral Agent on behalf of Agents and Lenders.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division) after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such new Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such new Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 8.15 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign SubsidiarySubsidiary which shares entitle the holder thereof to vote for directors or any other matter, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (6565.00%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five sixty‑five percent (6565.00%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower or any such Subsidiary shall not be required to grant and pledge to Collateral Agent, Agent for the ratable benefit of Lenders, Lenders a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereof, Permitted Investments or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixtysixty five-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any SubsidiaryMaterial Subsidiary after the Closing Date, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent and each Lender promptly notify Bank of the creation or acquisition of such new Material Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Bank to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Material Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires other than a Foreign Subsidiary in an the result of which would create adverse tax consequences to Borrower), whether a Material Subsidiary at the time of creation or acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lendersthereafter, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and the stock, units or other evidence of ownership of each of its Subsidiaries (whether foreign or domestic, but limited, in the case of Foreign Subsidiaries, to the assets a pledge of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates Subsidiary to the reasonable satisfaction extent that the pledge of Collateral Agent that any greater percentage would result in material adverse tax consequences to such Foreign Subsidiary providing such guarantee or Guarantor), and Borrower shall grant and pledge and security interest or Borrower providing to Bank a perfected security interest in more than sixty-the stock, units or other evidence of ownership of each such Material Subsidiary (whether foreign or domestic, but limited, in the case of Foreign Subsidiaries, to a pledge of sixty five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary to the extent that the pledge of any greater percentage would create a present and existing result in material adverse tax consequence consequences to Borrower). Notwithstanding the foregoing, this Section 6.11 shall not apply to any existing Subsidiary of the Borrower under existing as of the U.S. Internal Revenue CodeClosing Date and shall only apply to Subsidiaries of the Borrower created or acquired after the Closing Date.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Each Loan Party shall provide Agent and Lenders with at least fifteen (15) days (or such shorter period as the event Required Lenders may accept in their sole discretion) prior written notice of Borrower’s, any Loan Party’s, or any of its Subsidiaries creates their respective Subsidiaries’ intention to create or, to the extent permitted pursuant to this Loan Agreement, acquire (a) a new Subsidiary (other than any Project Specific JV) and (b) any Minority Subsidiary (other than a Project Specific JV) and shall cause any such Subsidiary described in clause (a) or acquires any Subsidiarysuch Minority Subsidiary described in clause (b) (unless such Minority Subsidiary is contractually or otherwise prohibited from providing a Guaranty; provided, Borrower that to the extent any such Minority Subsidiary (i) becomes a direct or indirect Subsidiary of a Loan Party or (ii) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, then such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and shall immediately provide prior written notice a Guaranty and become a Required Guarantor Party hereunder) to Collateral Agent provide a Guaranty; provided, that (i) any Minority Subsidiary that is contractually or otherwise prohibited from providing a Guaranty shall not be required to provide a Guaranty hereunder, unless (A) such Minority Subsidiary becomes a direct or indirect Subsidiary of a Loan Party or (B) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, in which case, such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and each Lender shall immediately provide a Guaranty and become a Required Guarantor Party hereunder and (ii) to the extent that a Loan Party is unable under the organizational documents of an Affiliated Entity (as in effect as of the Closing Date) to restrict the creation of a Subsidiary of an Affiliated Entity, whether by the taking of any action or the refraining from taking of such action any Subsidiary created by an Affiliated Entity shall not be required to provide a Guaranty hereunder (such persons and entities in clauses (a) and (b), each a “Required Guarantor Party” and collectively, the “Required Guarantor Parties”). Upon such creation or, to the extent permitted hereunder, acquisition of any Required Guarantor Party or, upon any entity becoming, or upon any entity required to become, a Required Guarantor Party pursuant to the terms hereof, any such Loan Party or Subsidiary shall promptly (and in any event within five (5) Business Days of such creation or acquisition of such new Subsidiary and acquisition) take all such action (including any action as may be reasonably required by Collateral Agent or any Lender and the Required Lenders) to cause each such Subsidiary to become a co-Borrower hereunder or Required Guarantor Party to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary Required Guarantor Party (substantially as described on Exhibit A B hereto); and Borrower (the relevant Loan Party or its Subsidiary, as applicable) Subsidiary shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in all of the Shares; providedstock, howeverunits or other evidence of ownership of each Required Guarantor Party, that solely and execute and deliver, or cause such Required Guarantor Party to execute and deliver, such other documentation as Agent or the Lenders may reasonably request in connection with the circumstance foregoing, including, without limitation, appropriate UCC-1 financing statements, Mortgages, any pledge amendments or supplements required pursuant to the Pledge Agreement, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in which Borrower or any Subsidiary creates or acquires this Section 6.10), a Foreign Subsidiary Joinder Agreement in substantially the form of Exhibit H hereto, an acquisition permitted by Section 7.7 hereof or otherwise approved by updated Schedule 8 hereto and an updated Perfection Certificate, in each case, covering such new Person and its respective assets, all in form, content and scope reasonably satisfactory to the Required LendersLenders (the foregoing collectively, the “Joinder Requirements”). For the avoidance of doubt, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and any Subsidiaries (iiother than Project Specific JVs) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.are 47 KE 52826770.15

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary (or a Subsidiary wholly-owned by a Foreign Subsidiary) in an acquisition permitted by Section 7.7 hereof 7.3 hereof, acquires a Subsidiary (or otherwise a Subsidiary wholly-owned by a Foreign Subsidiary) in a transaction approved by the Required LendersLenders or otherwise creates a Foreign Subsidiary, (i) such Foreign Subsidiary (or such Subsidiary wholly-owned by a Foreign Subsidiary) shall not be required to guarantee the Obligations of Borrower under the Loan Documents and or to grant a continuing pledge and security interest in and to any of the assets of such Foreign Subsidiary (or such Subsidiary that is wholly-owned by a Foreign Subsidiary), and (ii) neither Borrower nor any Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares of such Foreign Subsidiary (or such Subsidiary that is wholly-owned by a Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code).

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries Loan Party creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto)that constitutes Collateral; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesshares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary Loan Party creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and if (iiA) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence consequences to Borrower the Loan Parties under the U.S. Internal Revenue Code; (B) no material Intellectual Property is held or maintained by such Foreign Subsidiary; and (C)(i) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed Five Hundred Thousand Dollars ($500,000.00) at any time and (ii) the aggregate value of cash and Cash Equivalents held or maintained by all Foreign Subsidiaries that are not Loan Parties does not exceed Two Million Dollars ($2,000,000.00) at any time.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required LendersLenders (and provided further that such acquisition is not part of or in connection with either the Term B Loan Acquisition or the Term C Loan Acquisition), (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereof, Permitted Investments or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixtysixty five-five percent (65%) of the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required LendersSubsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, and to each Lender, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.. Confidential Treatment Requested by Puma Biotechnology, Inc.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required LendersSubsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent the Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeCode (Zogenix Europe Limited, Brabant and each such Foreign Subsidiary that meets the requirements of this proviso, an “Excluded Foreign Subsidiary”).

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent and Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such New Subsidiary to become either a co-Borrower hereunder hereunder, or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, Agent a perfected security interest in more than (A) one hundred percent (100%) of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is not an Excluded Subsidiary, or (B)(1) sixty-five percent (65%) of the Shares stock, units or other evidence of ownership which entitle the holder thereof to vote for directors or any other matter and (2) one hundred percent (100%) of the stock, units or other evidence of ownership which do not entitle the holder thereof to vote for directors or any other matter, in each case held by Borrower or its Subsidiaries of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, immediately upon any change in the U.S. tax laws that would (i) result in such New Subsidiary ceasing to be an Excluded Subsidiary, Borrower shall cause such New Subsidiary to become either a co-Borrower hereunder or a secured guarantor with respect to the Obligations, or (ii) allow the pledge of a greater percentage of such Foreign Subsidiaryvoting equity interests of such New Subsidiary without material adverse tax consequences to Borrower, if Borrower demonstrates shall cause to the reasonable satisfaction of be granted and pledged to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) such greater percentage of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codevoting equity interests of such New Subsidiary, in each case from that time forward.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereunder or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for or the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide Agent with at least ten (10) days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to Collateral Agent create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary (i) Borrower and each Lender such Subsidiary shall promptly (and in any event within twenty (20) Business Days of the such creation or acquisition of or such new Subsidiary and longer period as agreed to in writing by Agent in its sole discretion) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); ) and (ii) Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; providedstock, however, that solely in units or other evidence of ownership of each Subsidiary constituting Collateral (the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, foregoing clauses (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) collectively, the “Joinder Requirements”); provided that, (x) clause (i) of the Joinder Requirements shall not apply to (A) any Subsidiary that is not wholly-owned by a Credit Party and that is related to a Permitted Pharmaceutical Monetization Transaction and (B) any Subsidiary solely created to facilitate a Permitted Pharmaceutical Monetization Transaction so long as such Subsidiary holds no assets or liabilities other than proceeds of Investments permitted by clause (f)(ii) of the definition of “Permitted Investments”; (y) except for Investments in Recursion GmbH that are permitted by clause (j) of the definition of “Permitted Investments” and except for cash and cash equivalents held in Deposit Accounts by Recursion GmbH permitted by Section 6.6(iv), Borrower shall not be permitted to make any Investment in Recursion GmbH until such time as Borrower has satisfied the Joinder Requirements and (z) to the extent a guarantee by, or the inclusion of more than 65% of the voting stock, units or other evidence of ownership of any newly formed or acquired Foreign Subsidiary or Subsidiary of a Foreign Subsidiary (in each case, other than Subsidiaries related to a Permitted Pharmaceutical Monetization Transaction) in the Collateral would result in material adverse tax consequences to Borrower or any of its Subsidiaries under Section 956 of the IRC, Borrower may designate in writing to Agent such Subsidiary as a Restricted Subsidiary for the purposes of this Agreement, in which case (A) clause (i) of the Joinder Requirements shall not apply to such Subsidiary and (B) Borrower shall be required to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in more than sixty-five percent (65%) % of the Shares voting stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) all of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codeother stock, units or other evidence of ownership of such Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary (or a Subsidiary wholly-owned by a Foreign Subsidiary) in an acquisition permitted by Section 7.7 hereof 7.3 hereof, acquires a Subsidiary (or otherwise a Subsidiary wholly-owned by a Foreign Subsidiary) in a transaction approved by the Required LendersLenders or otherwise creates a Foreign Subsidiary, (i) such Foreign Subsidiary (or such Subsidiary wholly-owned by a Foreign Subsidiary) shall not be required to guarantee the Obligations of Borrower under the Loan Documents and or to grant a continuing pledge and security interest in and to any of the assets of such Foreign Subsidiary (or such Subsidiary that is wholly-owned by a Foreign Subsidiary), and (ii) neither Borrower nor any Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares of such Foreign Subsidiary (or such Subsidiary that is wholly-owned by a Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.). EXECUTION VERSION

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required LendersSubsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, (a) Borrower shall provide Agent with at least thirty (30) days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within ten (10) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required permitted to grant make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements and pledge to Collateral (ii) with Agent’s prior written consent (which may be withheld in its sole discretion), for the ratable benefit of Lenders, Borrower may designate a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such newly formed or acquired Subsidiary a Restricted Foreign Subsidiary providing for purpose of this Agreement, in which case the Joinder Requirements would not apply to such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeSubsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower or such Subsidiary shall provide prior written notice to promptly notify the Collateral Agent and each Lender the Lenders of the such creation or acquisition of acquisition, and Borrower or such new Subsidiary and shall take all such action as may be actions reasonably required requested by the Collateral Agent or the Lenders to achieve any Lender of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause each such New Subsidiary to become either a co-Borrower hereunder hereunder, or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, Agent a perfected security interest in more than 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary. Notwithstanding the foregoing, in the event that any such New Subsidiary is a Foreign Subsidiary and the foregoing provisions of this Section 6.10 would result in adverse tax consequences for Borrower, Borrower may elect instead to pledge sixty-five percent (65%) of the Shares presently existing and hereafter arising issued and outstanding equity interests owned by Borrower in any such Foreign Subsidiary which equity interests entitle the holder thereof to vote for directors or any other matter, provided that Borrower shall pledge one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary, if Borrower demonstrates . Notwithstanding anything to the reasonable satisfaction of Collateral Agent that such Foreign contrary herein, the MSC Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence shall not be subject to Borrower under the U.S. Internal Revenue Codethis Section 6.10.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary to Collateral Agent, for the ratable benefit of the Lenders; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or or, to the extent permitted hereunder, acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral promptly (and in any event within five (5) Business Days of such creation or acquisition) notify Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to (i) cause each such Domestic Subsidiary other than an Excluded Domestic Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents andFinancing Documents, within an additional fifteen (15) Business Days of such notice, and (ii) in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary to the extent such assets are of the type that would constitute Collateral (substantially as described on Exhibit A hereto); provided that, notwithstanding anything to the contrary herein or in any Financing Document, only 65% of the issued and outstanding voting stock or other voting interests, and 100% of any other equity interests, of any First-Tier Foreign Subsidiary or of any Excluded Domestic Subsidiary shall be required to be pledged (whether owned directly or indirectly by Borrower or by any such Subsidiary) or shall be Collateral hereunder or under any Financing Document; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; providedstock, however, that solely in units or other evidence of ownership of each Subsidiary to the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be extent required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and be pledged pursuant to the assets of such Foreign Subsidiaryterms hereof (the foregoing collectively, and (ii) the “Joinder Requirements”); provided that Borrower shall not be required permitted to grant and pledge to Collateral Agent, for make any Investment (other than Permitted Investments) in such Subsidiary until such time as Borrower has satisfied the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeJoinder Requirements.

Creation/Acquisition of Subsidiaries. In Borrower shall, at the event Borrowertime that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, within fifteen (15) days of such formation or acquisition (a) cause such new Subsidiary (except for any Foreign Subsidiary or Excluded Domestic Subsidiary (or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary their respective Subsidiaries)) to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to all the assets of such Foreign Subsidiary, as well as provide the appropriate financing statements, all in form and substance reasonably satisfactory to Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), and (iib) Borrower shall not be required to grant provide appropriate certificates and pledge powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (provided that only 65%) % of the Shares total outstanding voting Equity Interests of any first tier Foreign Subsidiary or Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such Foreign Subsidiary or Excluded Domestic Subsidiary) shall be required to be pledged, if and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. Borrower demonstrates shall also procure the issuer’s agreement to the reasonable satisfaction follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeAgent.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of within ten (10) days after the creation or acquisition of such new Subsidiary, which such notice shall contain a detailed reporting of the cash and non-cash assets of such new Subsidiary and attach a completed Perfection Certificate with respect to such new Subsidiary, and Borrower shall take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary in an Subsidiary”) and provides written notice to Collateral Agent and each Lender within ten (10) days after the creation or acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lendersof such Foreign Subsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.”

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; ; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary; in each case of (i) and (ii), if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting the event Borrowernegative covenants contained in Section 7.3 and 7.7 hereof, at the time that Borrower forms any direct or any of its Subsidiaries creates indirect Subsidiary or acquires any Subsidiarydirect or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be and, if reasonably required requested by Collateral Agent or any Lender the Required Lenders: cause such new Subsidiary to provide to Collateral Agent a joinder to this Agreement to cause each such Subsidiary to become a co-Borrower hereunder borrower hereunder, or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to guarantee the Obligations of Borrower under the Loan Documents and, in each case, Collateral Agent (including being sufficient to grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security first priority Lien (it being acknowledged that the Collateral may be subject to Permitted Liens) in and to the Collateral of such newly formed or acquired Subsidiary), provide to Collateral Agent and each Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the Sharesextent constituting Collateral, in form and substance reasonably satisfactory to Collateral Agent and each Lender, and provide to Collateral Agent and the Lenders, all other documentation in form and substance reasonably satisfactory to Collateral Agent and the Lenders, with respect to the execution and delivery of the applicable documentation referred to above; [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE XXXX “[***]”. provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary Subsidiary, in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets Collateral of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, and to each Lender a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares voting stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares voting stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; provided, further, that any Foreign Subsidiary shall not own any Intellectual Property unless and until Borrower has delivered a pledge agreement under the local law governing such Foreign Subsidiary, in form and substance reasonably satisfactory to Collateral Agent, granting and pledging to Collateral Agent, for the ratable benefit of Lenders, and to each Lender, a perfected security interest in sixty five percent (65%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary, together all related documentation in form and substance reasonably satisfactory to Collateral Agent. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, to secure payment and performance of the Obligations a perfected security interest in the Shares; stock, units or other evidence of ownership of each such newly created Subsidiary, provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires case of a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof (excluding Anaptys Australia) Borrower (or otherwise approved by any domestic Subsidiary which is the Required Lenders, (i) owner of such Foreign Subsidiary Subsidiary) shall not be required to guarantee the Obligations of Borrower under the Loan Documents and pledge or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares outstanding equity securities of such Foreign Subsidiary, Subsidiary (excluding Anaptys Australia) and no assets of such Foreign Subsidiary (excluding Anaptys Australia) shall be required to be pledged or subject to a security interest hereunder if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares outstanding equity securities would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.”

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division) after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such new Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such new Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares of such Foreign SubsidiarySubsidiary which shares entitle the holder thereof to vote for directors or any other matter, if Borrower Xxxxxxxx demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest (other than as a co-Borrower) or Borrower providing a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lendersunder this Agreement, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower or any such Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty-five sixty‑five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-sixty five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or or, to the extent permitted hereunder, acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral promptly (and in any event within five (5) Business Days of such creation or acquisition) notify Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, howeverthat Borrower shall not be permitted to make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements. Notwithstanding the foregoing, that solely so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders830 Code of Mass. Regulations 63.38B.1, (i) such Foreign Securities Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and subject to the assets of such Foreign Subsidiary, and Joinder Requirements (other than except as set forth in clause (ii) below); provided, that, (i) Borrower shall not be required permitted to grant and pledge make any Investment in such Securities Subsidiary other than pursuant to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent clause (65%g) of the Shares definition of such Foreign Subsidiary, if Permitted Investments and (ii) the Securities Subsidiary shall be subject to a pledge by Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) 100% of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeSecurities Subsidiary’s equity interests.

Creation/Acquisition of Subsidiaries. In Each Loan Party shall provide Agent and Lenders with at least fifteen (15) days (or such shorter period as the event Required Lenders may accept in their sole discretion) prior written notice of Borrower’s, any Loan Party’s, or any of its Subsidiaries creates their respective Subsidiaries’ intention to create or, to the extent permitted pursuant to this Loan Agreement, acquire (a) a new Subsidiary (other than any Project Specific JV) and (b) any Minority Subsidiary (other than a Project Specific JV) and shall cause any such Subsidiary described in clause (a) or acquires any Subsidiarysuch Minority Subsidiary described in clause (b) (unless such Minority Subsidiary is contractually or otherwise prohibited from providing a Guaranty; provided, Borrower that to the extent any such Minority Subsidiary (i) becomes a direct or indirect Subsidiary of a Loan Party or (ii) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, then such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and shall immediately provide prior written notice a Guaranty and become a Required Guarantor Party hereunder) to Collateral Agent provide a Guaranty; provided, that (i) any Minority Subsidiary that is contractually or otherwise prohibited from providing a Guaranty shall not be required to provide a Guaranty hereunder, unless (A) such Minority Subsidiary becomes a direct or indirect Subsidiary of a Loan Party or (B) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, in which case, such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and each Lender shall immediately provide a Guaranty and become a Required Guarantor Party hereunder and (ii) to the extent that a Loan Party is unable under the organizational documents of an Affiliated Entity (as in effect as of the Closing Date) to restrict the creation of a Subsidiary of an Affiliated Entity, whether by the taking of any action or the refraining from taking of such action any Subsidiary created by an Affiliated Entity shall not be required to provide a Guaranty hereunder (such persons and entities in clauses (a) and (b), each a “Required Guarantor Party” and collectively, the “Required Guarantor Parties”). Upon such creation or, to the extent permitted hereunder, acquisition of any Required Guarantor Party or, upon any entity becoming, or upon any entity required to become, a Required Guarantor Party pursuant to the terms hereof, any such Loan Party or Subsidiary shall promptly (and in any event within five (5) Business Days of such creation or acquisition of such new Subsidiary and acquisition) take all such action (including any action as may be reasonably required by Collateral Agent or any Lender and the Required Lenders) to cause each such Subsidiary to become a co-Borrower hereunder or Required Guarantor Party to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary Required Guarantor Party (substantially as described on Exhibit A B hereto); and Borrower (the relevant Loan Party or its Subsidiary, as applicable) Subsidiary shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in all of the Shares; providedstock, howeverunits or other evidence of ownership of each Required Guarantor Party, that solely and execute and deliver, or cause such Required Guarantor Party to execute and deliver, such other documentation as Agent or the Lenders may reasonably request in connection with the circumstance foregoing, including, without limitation, appropriate UCC-1 financing statements, Mortgages, any pledge amendments or supplements required pursuant to the Pledge Agreement, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in which Borrower or any Subsidiary creates or acquires this Section 6.10), a Foreign Subsidiary Joinder Agreement in substantially the form of Exhibit H hereto, an acquisition permitted by Section 7.7 hereof or otherwise approved by updated Schedule 8 hereto and an updated Perfection Certificate, in each case, covering such new Person and its respective assets, all in form, content and scope reasonably satisfactory to the Required LendersLenders (the foregoing collectively, the “Joinder Requirements”). For the avoidance of doubt, (i) such Foreign Subsidiary any Subsidiaries (other than Project Specific JVs) that are owned more than 50%, directly or indirectly, by a Loan Party or any of its Subsidiaries shall not be required to guarantee the Obligations of Borrower under the Loan Documents become a Guarantor hereunder and grant be deemed a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, Required Guarantor Party and (ii) Borrower any Loan Party that holds any Equity Securities in a joint venture (whether minority- or majority-controlled), Minority Subsidiary or any other Subsidiary (including any Affiliated Entities) (other than those which are not permitted to be pledged as of the Closing Date pursuant to the terms of its organizational documents) shall not be required to grant and pledge its Equity Securities in such entity to Collateral the Agent, for the ratable benefit of the Agent and the Lenders, a perfected as collateral security interest in more than sixty-five percent (65%) of for the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeObligations.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any SubsidiarySubsidiary after the Effective Date (including pursuant to the Approved Acquisition), Borrower or such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the such creation or acquisition of acquisition, and Borrower or such new Subsidiary and shall, within 30 days, take all such action as may be actions reasonably required requested by Collateral Agent or to achieve any Lender of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause each such New Subsidiary to become either a co-Borrower hereunder or to guarantee the Obligations of Borrower hereunder, if such New Subsidiary is organized under the Loan Documents andlaws of the United States, in each case, grant or a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableii) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Agent a perfected security interest in the Sharesshares of such New Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries Loan Party creates or acquires any Subsidiary after the Effective Date, such Loan Party shall promptly notify the Collateral Agent of such creation or acquisition, and such Loan Party shall take all actions reasonably requested by the Collateral Agent to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the Effective Date during the term of this Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation a Foreign Subsidiary or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender an MSC Subsidiary, to cause each such New Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, Agent a perfected security interest in more than (A) one hundred percent (100%) of the stock, units or other evidence of ownership held by such Loan Party of any such New Subsidiary that is not an Excluded Subsidiary, or (B)(1) sixty-five percent (65%) of the Shares stock, units or other evidence of such Foreign Subsidiary, if Borrower demonstrates ownership which entitle the holder thereof to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee vote for directors or pledge any other matter and security interest or Borrower providing a perfected security interest in more than sixty-five (2) one hundred percent (65100%) of the Shares stock, units or other evidence of ownership which do not entitle the holder thereof to vote for directors or any other matter, in each case held by such Loan Party of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, (a) promptly upon any change in the U.S. tax laws that would create result in such New Subsidiary ceasing to be an Excluded Subsidiary, such Loan Party shall (i) cause such New Subsidiary (for the avoidance of doubt, other than any Foreign Subsidiary or MSC Subsidiary) to become a present secured guarantor with respect to the Obligations and existing (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary without material adverse tax consequence consequences to Borrower under such Loan Party, in each case from that time forward and (b) the U.S. Internal Revenue Codeparties hereto agree that with respect to any Loan Party’s pledge of the equity interests of any Foreign Subsidiary, such Loan Party shall only be required to execute a pledge governed by the laws of the State of New York.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that that, (a) solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders7.3 hereof, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five sixty‑five percent (6565.00%) of the Shares of such Foreign Subsidiary, if (A) Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five sixty‑five percent (6565.00%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (B) no Intellectual Property is held or maintained by such Foreign Subsidiary at any time; and (C) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed One Hundred Thousand Dollars ($100,000.00) at any time; and (b) so long as no Event of Default has occurred and is continuing, Borrower shall not be required to pledge any of its ownership in Lion.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower shall provide Agent with at least thirty (30) days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within five (5) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders (a) to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, Financing Documents; (b) to grant a continuing pledge and first priority security interest in and to the assets of such Subsidiary pursuant to joinder documents in form and substance reasonably satisfactory to Agent; (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicablec) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in the Sharesstock, units or other evidence of ownership of each Subsidiary pursuant to documents in form and substance reasonably satisfactory to Agent and (d) deliver certified copies of such Subsidiary’s certificate, articles of incorporation or other organizational documents, together with good standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the board of directors or other governing body, approving and authorizing the execution and delivery of the Security Documents, incumbency certificates and to execute and/or deliver such other documents and legal opinions or to take such other reasonable actions as may be reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent (the foregoing collectively, the “Joinder Requirements”); provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary Credit Parties shall not be required permitted to guarantee make any Investment in such Subsidiary until such time as the Obligations of Borrower under Credit Parties and such Subsidiary have satisfied the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeJoinder Requirements.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Sharesstock, units or other evidence of ownership of each Subsidiary; provided, however, provided that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of any Subsidiary of Borrower not incorporated or organized under the laws of one of the States or jurisdictions of the United States, and any such Foreign SubsidiarySubsidiary shall not be required to execute a guaranty in favor of Collateral Agent or become a co-Borrower hereunder, if Borrower demonstrates to the Collateral Agent’s reasonable satisfaction that a pledge of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-sixty five percent (65%) of the Shares would create Shares, or a guaranty from such Subsidiary, or the adding of such Subsidiary as a co-Borrower hereunder, creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, that the Borrower or any Subsidiary of its Subsidiaries the Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Lenders of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is not an Excluded Subsidiary, or (B) (1) 65% of the stock, units or other evidence of ownership which entitle the holder thereof to vote for directors or any other matter and (2) 100% of the stock, units or other evidence of ownership which do not entitle the holder thereof to vote for directors or any other matter, in each case held by Borrower or its Subsidiaries of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, immediately upon any change in the U.S. tax laws that would (i) result in such New Subsidiary ceasing to be an Excluded Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of cause such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such New Subsidiary to become either a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets Obligations, or (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary (substantially as described on Exhibit A hereto); without material adverse tax consequences to Borrower, Borrower shall cause to be granted and Borrower (or its Subsidiary, as applicable) shall grant and pledge pledged to Collateral Agent, for the ratable benefit of the Lenders, Agent a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations greater percentage of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets voting equity interests of such Foreign New Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent each case from that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codetime forward.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the SharesShares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.