Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E, (b) cause 100% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a direct or indirect Domestic Subsidiary of any Credit Partythe Borrower, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit ESchedule 7.12, (b) cause 100% of the Capital Stock capital stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Partythe Borrower, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of and shall (a) if such Person and shall is a wholly-owned Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E5.23, (b) if such Person is a Domestic Subsidiary of a Credit Party, cause 100% of the Capital Stock of such Person owned by such Credit Party to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause or if such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes is a Material direct Foreign Subsidiary of any a Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 6665% of the Capital Stock owned by such Credit Party entitled to vote and 100% of the Capital Stock not entitled to vote of such Person owned by such Credit Party to be delivered to the Lender Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Lender Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) ), and in each case pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) any necessary perfection documents in each case in a form reasonably acceptable to the Lender Agent, (c) if such Person is a wholly-owned Domestic Subsidiary of a Credit Party and has any Subsidiaries (i) deliver all of the Capital Stock of any Domestic Subsidiaries owned by such Person and 65% of the Capital Stock entitled to vote and 100% of the Capital Stock not entitled to vote of any direct Foreign Subsidiaries owned by such Person (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) to the Agent and cause such Person (ii) execute a pledge agreement any necessary perfection documents in each case in a form reasonably acceptable to the Agent and (d) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, including without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign SubsidiaryAgent.

Additional Credit Parties. At the time any Person becomes a direct Subsidiary of a Credit Party or at the time any Person that is not a Guarantor hereunder becomes a guarantor under the Subordinated Indenture, the Borrower shall so notify the Agent and promptly thereafter (a) As soon as practicable and but in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall cause such Person to (a) if such Person is a Domestic Subsidiary or if such Person has become a guarantor under the Subordinated Indenture, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (i) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, and (e) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Material Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers, if any, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries (i) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate Agent and (ii) execute a pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion Agent and cause (e) if such Person owns or leases any real property in the United States of America execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in a form, content and scope satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% of the Capital Stock of such Person to be ------------ delivered to the Lender Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Agent and (c) cause such Person to (i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(6) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1, all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (e) if such Person owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, Person and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.which

Additional Credit Parties. (a) As soon At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as practicable an Unencumbered Property, Unencumbered Eligible Land 65 or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 45 30 days after any Person becomes a Domestic such event) such Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause such Person to shall: (i) execute a Joinder Agreement Guaranty in substantially the same form as of Exhibit E, (b) cause 100% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank7.12(a) and pledged to the Lender pursuant to an appropriate pledge agreement(s(ii) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, information regarding the real estate title insurance policies, environmental reports, landlord's waiversproperty owned by such Person, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAdministrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Agreement and the Indenture. (b) As soon BOP may designate as practicable guarantors of the Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each Lender shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in any event within 180 days after any Person becomes a Material Foreign Subsidiary respect of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary proposed Guarantor. The guarantees executed by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Guarantors pursuant to an appropriate pledge agreement(sthis Section 7.12(b) (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall be in substantially the same form of Exhibit 7.12(b) (or such other form as is reasonably acceptable to the Lender in its reasonable discretion and cause such Person Administrative Agent), shall otherwise be reasonably acceptable to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such PersonAdministrative Agent, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to pledge any accept such Additional Guarantees on their behalf in accordance with this Section 7.12(b). No Additional Guarantee shall affect the obligations of the Capital Stock Borrowers hereunder. In the absence of an Event of Default, the Lenders irrevocably authorize the Administrative Agent, upon receipt of a certificate from a Responsible Officer, to release any Foreign Subsidiary owned by such Material Foreign SubsidiaryAdditional Guarantor from its obligations under its Additional Guarantee at the sole discretion of the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information and promptly thereafter (but in reasonable detail describing all of any event within thirty (30) days after the assets of such Person and date thereof) shall cause such Person (other than insurance Subsidiaries) to (a) execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.12, (b) cause 100% all of the Capital Stock capital stock of such Person owned by the Borrower or any other Credit Party to be delivered to the Lender (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Lender in Lender, (c) pledge all of its reasonable discretion and cause such Person assets to deliver such other documentation as the Lender may pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory acceptable to the Lender. , (bd) As soon as practicable and in if such Person has any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit PartySubsidiaries, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing (i) deliver all of the assets capital stock of such Person and shall cause 66% of the Capital Stock of Subsidiaries owned by such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)blank) and pledged to the Lender pursuant to an appropriate and (ii) execute a pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Lender in its reasonable discretion Lender, and cause such Person to (e) deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, Person and favorable opinions opinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent (e) if such Person owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets Property of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E6.12 and a guaranty agreement substantially in the form of Exhibit A to the Collateral Security Agreement, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Lender Senior Collateral Trustee (in the event the Intercreditor Agreement shall then be in effect) or to the Agent (in the event the Intercreditor Agreement shall not be in effect at such time), together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Agent and (c) cause such Person to (i) if such Person owns or leases any real property located in the United States of America, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 4.1(f) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person (that shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 4.1(b), (d), (e), (f) and (g), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. At the time any Person becomes a Subsidiary of a Credit Party, the Parent shall so notify the Administrative Agent and promptly thereafter (a) As soon as practicable and but in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit EG, (b) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered and pledged to the Lender Collateral Agent (together with undated stock powers signed in blank), (c) if such Person is a Domestic Subsidiary and has any Subsidiaries, deliver and pledge all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate pledge agreement(sCollateral Agent, (d) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood Collateral Agent and agreed that no Material Foreign (d) provide (i) to the Administrative Agent a new Schedule 6.15 which shall reflect the information regarding such new Subsidiary required by Section 6.15 and (ii) to the Collateral Agent, if applicable, a new Schedule 2(a) to the appropriate Pledge Agreement which shall be required to reflect the pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign new Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person (other than Plastofilm Ltd.) becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E8.13 attached hereto, (b) cause 100% all of the Capital Stock capital stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Lender in its reasonable discretion and Agent, (c) cause such Person to pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, and (d) if such Person has any Subsidiaries, cause such Person to (A) deliver all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (e) if such Person owns or leases any real property, cause such Person to execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Administrative Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100% all of the Capital Stock capital stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Lender Collateral Agent, (c) pledge all of its assets to the Lenders pursuant to a security agreement in its reasonable discretion substantially the form of the Security Agreements and cause otherwise in a form reasonably acceptable to the Collateral Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (e) if such Person owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages or the Leasehold Mortgages, as the case may be, with appropriate covenants as necessary and (f) deliver such other documentation as the Lender Administrative Agent or Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgents. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender Agent and promptly thereafter (but in any event within 30 days after the date thereof or, if earlier, contemporaneously with written notice thereof setting forth information in reasonable detail describing all such Person becoming a guarantor of any other Indebtedness of the assets of such Person and Borrower or any other Credit Party) shall cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100% all of the Capital Stock ------------ of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Lender Agent, (c) pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the Capital Stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Agent, (e) if such Person owns any real property in the United States, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form reasonably satisfactory to the Agent, (f) if such Person leases any real property in the United States deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion discretion, execute any and cause such Person all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation as reasonably requested by the Agent and in a form reasonably satisfactory to the Agent and (g) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Material Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Administrative Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% such Credit Party to execute an appropriate pledge agreement in substantially the form of the Capital Stock Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will obligate such Credit Party to cause all of the equity interests of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Lender pursuant to an appropriate pledge agreement(sCollateral Agent, (c) in form acceptable to the Lender in its reasonable discretion and if such Person has any Subsidiaries, cause such Person to execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will obligate such Person to cause all of the equity interests of its Domestic Subsidiaries and 65% of the equity interests of its Material First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, (d) cause such Person to execute a security agreement in substantially the same form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which security agreement will obligate such Person to cause all of its personal property collateral to be pledged to the Collateral Agent, (e) cause such Person to execute and deliver to the Collateral Agent all such instruments, reports and other documents with respect to its Real Estate Collateral as required by the terms of Section 7.14 and (f) deliver, or cause such Person to deliver, such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above) and all appropriate UCC-1 financing statements or other similar documents, in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit PartyCollateral Agent, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered relating to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign SubsidiaryCollateral.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the capital stock of such Person (if such Person ------------ is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent (e) if such Person owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of the Borrower or a Domestic Subsidiary) of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Agent and (c) cause such Person (if such Person is a Domestic Subsidiary) to (i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered by the Agent all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(f), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Agent, (e) if such Person owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after On or before the date any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender Agent and (c) cause such Person to deliver appropriate UCC-1 financing statements reasonably satisfactory to the Agent. (b) As soon as practicable and in its reasonable discretion and any event not later than 30 days after any Person becomes a Subsidiary of any Credit Party, the Borrower shall cause such Person to deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Material Subsidiary of any Credit Party, the Borrower shall provide the Lender Collateral Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers, if any, signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Collateral Agent, (d) if such Person has any Subsidiaries (i) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate Collateral Agent and (ii) execute a pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion Collateral Agent and cause (e) if such Person owns or leases any real property in the United States of America execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in a form, content and scope satisfactory to the Collateral Agent and (ii) deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Collateral Agent's Liens thereunder), all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender Collateral Agent. SUBPART 2.24. AMENDMENT TO SECTION 7.14. Section 7.14 is amended in its reasonable discretion under the law of the jurisdiction of incorporation of entirety so that such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation section now reads as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.follows:

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Administrative Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.12(a), (b) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) in form acceptable a joinder to the Lender existing Pledge Agreement in its reasonable discretion and cause substantially the same form as Exhibit 7.12(b), (c) if such Person to is a Domestic Subsidiary and has any Subsidiaries, (A) deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to Domestic Subsidiaries owned by it and 65% of the Lender stock of the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)blank) and pledged to the Lender pursuant to an appropriate pledge agreement(sCollateral Agent and (B) in form acceptable execute a joinder to the Lender existing Pledge Agreement in its reasonable discretion and cause such Person to substantially the same form as Exhibit 7.12(b), (d) deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood Collateral Agent and agreed that no Material Foreign the Required Holders and (e) provide (i) to the Administrative Agent a new Schedule 6.15 which shall reflect the information regarding such new Subsidiary required by Section 6.15 and (ii) to the Collateral Agent, if applicable, a new Schedule 2(a) to the appropriate Pledge Agreement which shall be required to reflect the pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign new Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of and shall (i) if such Person and shall is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (bii) cause certificates representing 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Lender Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Administrative Agent and cause such Person to (iii) deliver such other documentation as the Lender Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, environmental reports, landlord's waivers, 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 above and the perfection of the Administrative Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(e), all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign SubsidiaryAdministrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Administrative Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Material Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100% all of the Capital Stock capital stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(sagreement in substantially the form of the Pledge Agreements (or a joinder to an existing Pledge Agreement) or in a form of a UK Collateral Document, as applicable, and otherwise in a form acceptable to the Lender Collateral Agent, (c) pledge all of its assets to the Collateral Agent pursuant to a security agreement in its reasonable discretion substantially the form of the Security Agreements (or a joinder to an existing Security Agreement) or in a form of a UK Collateral Document, as applicable, and cause otherwise in a form acceptable to the Collateral Agent, and (d) if such Person has any Material Subsidiaries, (A) deliver all of the capital stock of such Material Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreements (or a joinder to an existing Pledge Agreement) or in a form of a UK Collateral Document, as applicable, and otherwise in a form acceptable to the Collateral Agent, (e) if such Person owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Collateral Agent (or cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Collateral Agent) and (f) deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waiversstatements (or their equivalent), certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderCollateral Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (e) if such Person owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the capital stock of such Person (if such Person ------------ is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (e) if such Person owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. At the time any Person becomes a direct Subsidiary of a Credit Party or at the time any Person that is not a Guarantor hereunder becomes a guarantor under the Floating Rate Indenture or the Subordinated Indenture, the Borrower shall so notify the Agent and promptly thereafter (a) As soon as practicable and but in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall cause such Person to (a) if such Person is a Domestic Subsidiary or if such Person has become a guarantor under the Floating Rate Indenture or the Subordinated Indenture, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (i) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, and (e) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 66% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers, if any, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries (i) deliver all of the Capital Stock of such Domestic Subsidiaries and 66% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) and pledged to the Lender pursuant to an appropriate Agent and (ii) execute a pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion Agent and cause (e) if such Person owns or leases any real property in the United States of America execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in a form, content and scope satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. At the time any Person becomes a Material Domestic Subsidiary (aother than a Receivables Financing SPC or a Preferred Stock SPC) As soon as practicable prior to a Credit Improvement Date, the Company shall so notify the Agent and promptly thereafter (but in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower date thereof) shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit E, (b) cause 100% execute an appropriate pledge agreement in substantially the form of the Capital Stock Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will be effective only during the Collateral Period and which will obligate the Company to, upon the occurrence of the Collateral Effective Date (or within 30 days of the notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause all of the capital stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Lender pursuant to an appropriate pledge agreement(sCollateral Agent, (c) in form acceptable to the Lender in its reasonable discretion and if such Person has any Subsidiaries, cause such Person to deliver execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will be effective only during the Collateral Period and which will obligate such Person to, upon the occurrence of the Collateral Effective Date (or within 30 days of the notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause all of the capital stock of its Domestic Subsidiaries and 65% of the capital stock of its Material First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (d) deliver, or cause such Person to deliver, such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form(which shall cover, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Partyamong other things, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all legality, validity, binding effect and enforceability of the assets of such Person and documentation referred to above) and, if the Collateral Period shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.have

Additional Credit Parties. At the time any Person becomes a Subsidiary of a Credit Party, the Borrowers shall so notify the Lenders and promptly thereafter (a) As soon as practicable and but in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall cause such Person to (i) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit EAgreement, (bii) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if it is a Material First Tier Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(sagreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, (iii) if such Person is a Domestic Subsidiary, pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of the Security Agreement (or a joinder to the existing Security Agreement) and otherwise in a form reasonably acceptable to the Agent, (iv) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the stock of the Material First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement (or a joinder to the existing Security Agreement) and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (v) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent (or, if reasonably requested by the Agent, cause to be delivered in a commercially reasonable manner a landlord waiver or estoppel letter with respect thereto in a form acceptable to the Agent), (vi) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord's waiversvaluations, flood certificates, zoning certificates, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the Lender. Agent and (bvii) As soon as practicable provide to the Lenders (x) a new SCHEDULE 5.01(M) which shall reflect the information regarding such new Subsidiary required by SECTION 5.01(M), and in any event within 180 days after any Person becomes (y) if applicable, a Material Foreign Subsidiary of any Credit Party, new SCHEDULE to the Borrower Security Agreement which shall provide reflect the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% pledge of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign new Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Administrative Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.13, (b) cause 100% all of the Capital Stock capital stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Lender Collateral Agent, (c) pledge all of its assets to the Lenders pursuant to a security agreement in its reasonable discretion substantially the form of the Security Agreements and cause otherwise in a form reasonably acceptable to the Collateral Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (e) if such Person owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages or the Leasehold Mortgages, as the case may be, with appropriate covenants as necessary and (f) deliver such other documentation as the Lender Administrative Agent or Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgents. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic direct or indirect Subsidiary of any Credit Partythe Company, the Borrower Company shall provide the Lender Collateral Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit EQ, (b) so long as no Senior Indebtedness is outstanding, cause 100% certificates representing all of the Capital Stock of capital stock held by such Person to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Collateral Agent and (c) cause such Person to (i) if such Person has any Subsidiaries, (A) so long as no Senior Indebtedness is outstanding, deliver certificates representing all of the capital stock held by such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent, and (ii) deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the LenderCollateral Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any In addition, at the request of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign SubsidiaryCollateral Agent, the Company will use reasonable efforts to obtain and deliver landlord’s waivers.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT L, (b) cause 100% of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Lender pursuant Collateral Documents, subject only to an appropriate pledge agreement(sPermitted Liens, and (c) in form acceptable to the Lender in its reasonable discretion and cause such Person to (i) if such Person owns or leases any real property located in the United States of America or, to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, located elsewhere, deliver to the Agent with respect to such real property documents, instruments and other items deemed necessary by the Agent and the Required Lenders to create and perfect mortgage liens thereon, all in form, content and scope satisfactory to the Agent, and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder, all in form, content and scope reasonably satisfactory to the Lender. (b) Agent. As soon as practicable practical and in any event within 180 thirty (30) days after any Person becomes a Material direct Foreign Subsidiary of the Borrower or any Credit PartyDomestic Subsidiary of the Borrower, the Borrower or such Domestic Subsidiary shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% sixty-five percent (65%) of the such Person's Capital Stock (for so long as the pledge of such Person any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Lender Agent (together with undated stock powers signed in blank (unless, unless such stock powers are deemed unnecessary by the Lender Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Lender pursuant Collateral Documents, subject only to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion Permitted Liens and cause such Person to shall further deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder, and shall include, without limitation, opinions of counsel to the Borrower in The Netherlands and Germany related to U-Gene and gmi to the extent reasonably required by the Agent), all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign SubsidiaryAgent.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Lenders with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E, (b) subject to the terms of the Intercreditor Agreement, cause 100% of the Capital Stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers or copies thereof, as applicable, signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender Collateral Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the LenderCollateral Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender Lenders with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall shall, subject to the terms of the Intercreditor Agreement, cause 66% of the Capital Stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers or copies thereof, as applicable, signed in blank (unless, such stock powers are deemed unnecessary by the Lender Collateral Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender Collateral Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the LenderCollateral Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary. (A) If the Working Capital Lender is granted a Lien in any property of any Credit Party or any guarantor or any other person or entity as security for the Working Capital Facility, as in effect from time to time, the Lenders, shall also promptly receive a Lien in such property, subject to the terms of Intercreditor Agreement, pursuant to documentation reasonably 42 satisfactory to the Required Lenders and the Collateral Agent (including, without limitation, the additional collateral required by the Working Capital Lender pursuant to the Working Capital Amendment) and (B) if any Person guarantees, or otherwise becomes an obligor on, all or any portion of the Working Capital Facility, as in effect from time to time, a comparable guaranty or other instruments is promptly obtained in favor of the Lenders in connection with the obligations hereunder, pursuant to documentation reasonably satisfactory to the Lenders.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic direct or indirect Subsidiary of any Credit Partythe Company, the Borrower Company shall provide the Lender Collateral Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit ES, (b) so long as no Senior Indebtedness is outstanding, cause 100% certificates representing all of the Capital Stock of capital stock held by such Person to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Collateral Agent and (c) cause such Person to (i) if such Person has any Subsidiaries, (A) so long as no Senior Indebtedness is outstanding, deliver certificates representing all of the capital stock held by such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent, and (ii) deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the LenderCollateral Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any In addition, at the request of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign SubsidiaryCollateral Agent, the Company will use reasonable efforts to obtain and deliver landlord's waivers.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Agent and (c) cause such Person to (i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(e) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (c), (d) and (e), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E8.13 attached hereto, (b) cause 100all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if it is a direct Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, and (d) if such Person is a Domestic Subsidiary and has any Subsidiaries, (A) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the stock of the direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (e) if such Person is a Domestic Subsidiary and owns or leases any real property, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person which is not a Joint Venture becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% all of the Capital Stock of such Person owned by the Consolidated Parties to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Agent and (c) cause such Person to (i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.2(c) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.2(b), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit E7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person has any Subsidiaries, (i) deliver all of the Capital Stock of such Domestic Subsidiaries and 65% of the Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, and (e) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any a Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Agent (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent (d) if such Person has any Subsidiaries, (i) deliver all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (ii) execute a pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form acceptable to the Agent (e) if such Person owns or leases any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (f) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic Subsidiary of any (other than a Receivables Financing SPC or a Preferred Stock SPC or as otherwise agreed to by the Collateral Agent) or a "Credit Party" under the Credit Agreement or becomes a guarantor with respect to any other Indebtedness of the Company, the Borrower Company shall provide so notify the Lender with written notice thereof setting forth information in reasonable detail describing all holders of the assets of such Person Notes and promptly thereafter (but in any event within 30 days after the date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit EA to the Sixth Amendment, (b) cause 100% such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security Agreement in a form reasonably acceptable to the Collateral Agent, (c) cause all of the Capital Stock of such Person to be delivered to the Lender Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Lender pursuant Collateral Agent, (d) cause all of the Capital Stock of the Domestic Subsidiaries of such Person and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to an appropriate pledge agreement(s) in form acceptable be delivered to the Lender Collateral Agent (together with undated stock powers, if applicable, signed in its reasonable discretion blank) and pledged to the Collateral Agent, and (e) deliver, or cause such Person to deliver deliver, such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above) and appropriate UCC-I financing statements, all in form, content and scope reasonably satisfactory to the LenderCollateral Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after At the time any Person becomes a Domestic direct Subsidiary of any a Domestic Credit Party, the Borrower shall provide so notify the Lender with written notice thereof setting forth information Administrative Agent and promptly thereafter (but in reasonable detail describing all of any event within 30 days after the assets of such Person and date thereof) shall (i) cause such Person (if it is a Domestic Subsidiary) to execute a Joinder Agreement in substantially the same form as 98 105 Exhibit E7.13(a), (bii) (A) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the Capital Stock of such Person (if such Person is a direct Foreign Subsidiary owned by a Domestic Credit Party) to be delivered to the Lender Collateral Agent (together with undated stock powers signed in blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Lender in its reasonable discretion and cause Collateral Agent, (B) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Collateral Agent, (C) if such Person is a Domestic Subsidiary and has any Subsidiaries, (1) deliver all of the Capital Stock of such Person's Domestic Subsidiaries and 65% of the Capital Stock of such Person's direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (2) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Collateral Agent, (D) if such Person is a Domestic Subsidiary and owns in fee any real property in the United States of America, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form substantially similar to the Mortgages, as the case may be, with appropriate covenants as necessary and (E) deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's reports and landlord waivers, and (iii) cause such Person to deliver certified resolutions and other organizational and authorizing documents of such Person, 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 above); it being understood that all of the documentation, agreements, instruments, certificates and opinions to be delivered pursuant to (i), (ii) and (iii) above shall be in form, content and scope reasonably satisfactory to the LenderCollateral Agent. (b) As soon as practicable At the time any Person becomes a Subsidiary of a Foreign Subsidiary Borrower (or a foreign parent, direct or indirect, of a Foreign Subsidiary Borrower) the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 180 45 days after any the date thereof) shall (i) cause such Person becomes to execute a Material Foreign Guaranty Agreement with respect to the Foreign Currency Loans of the Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing question (ii) cause all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered (if certificated) to the Lender Collateral Agent (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)blank) and pledged to the Lender Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in a form acceptable to the Lender Collateral Agent, (iii) pledge all of its assets to the Lenders pursuant to a security agreement in its reasonable discretion and cause a form acceptable to the Collateral Agent, (iv) if such Person has any Subsidiaries, (A) deliver all of the Capital Stock (if certificated) of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement in a form acceptable to the Collateral Agent, (v) if such Person owns any real property, execute any and all necessary mortgage instruments or other appropriate real estate collateral documentation, with appropriate covenants as necessary, (vi) deliver such other documentation as the Lender Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, and (vii) cause such Person to deliver certified resolutions and other organizational and authorizing documents of such Person, 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 above); it being understood that all of the documentation, agreements, instruments, certificates and opinions to be delivered shall be in form, content and scope reasonably satisfactory to the Lender. It is specifically understood Collateral Agent and agreed that no Material all collateral documentation delivered pursuant to this subsection (b) shall be delivered to secure only the Foreign Currency Loans of the Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign SubsidiaryBorrower in question.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 60 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender in its reasonable discretion Agent and (c) cause such Person to (i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered by the Agent all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(e), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 (i) thirty (30) days after any Person becomes a Domestic direct or indirect Subsidiary of any Credit PartyParty or (ii) ten (10) days after the date hereof as to clause (b) of this Section 6.10 in connection with the pledge of the Capital Stock of Pozzolanic N.W. FCS, Inc., the Borrower shall provide the Lender Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit EAgreement, (b) if such Person is a Subsidiary of a Credit Party (except if such Person is a Foreign Subsidiary which is not a direct Foreign Subsidiary of any Credit Party), cause 100% (or 65% if such Person is a direct Foreign Subsidiary of a Credit Party for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties) of the Capital Stock of such Person to be delivered to the Lender (Administrative Agent, together with undated stock powers signed in blank) and pledged blank (unless, with respect to a direct Foreign Subsidiary, such stock powers are deemed unnecessary by the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person), and to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents, subject only to Permitted Liens, (c) if such Person owns or leases any real property located in the United States of America or, to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, located elsewhere, cause such Person to deliver to the Administrative Agent with respect to such real property (as required pursuant to Section 6.14) (other than immaterial leased properties) documents, instruments and other items of the types required to be delivered pursuant to Section 6.14, all in form, content and scope satisfactory to the Administrative Agent, and (d) cause such Person to deliver such other documentation as the Lender Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, 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 above and the perfection of the Administrative Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the LenderAdministrative Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after any Person becomes a Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% of the Capital Stock of such Person to be delivered to the Lender Administrative Agent (together with undated stock powers signed in blank) and pledged to the Lender Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender Administrative Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the LenderAdministrative Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender Administrative Agent (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender Administrative Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the LenderAdministrative Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 30 days after any Person becomes a Material Domestic Subsidiary of any Credit Partyor a Material Foreign Subsidiary, the Borrower Credit Parties shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Material Domestic Subsidiary, cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause 100% (if such Person is a Material Domestic Subsidiary) or 65% (if such Person is a Material Foreign Subsidiary directly owned by the Parent or any Domestic Subsidiary) of the Capital Stock Equity Interests of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blankblank (unless, with respect to a Material Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Lender Agent and (c) if such Person is a Material Domestic Subsidiary which (i) owns any real property located in the United States or (ii) leases any real property located in the United States and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion and discretion, cause such Person to (A) deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(g) all in form, content and scope reasonably satisfactory to the Agent and (B) deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, 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 above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (d), (e) and (f), all in form, content and scope reasonably satisfactory to the LenderAgent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. (a) As soon At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as practicable an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 45 30 days after any Person becomes a Domestic such event) such Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause such Person to shall: (i) execute a Joinder Agreement Guaranty in substantially the same form as of Exhibit E, (b) cause 100% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank7.12(a) and pledged to the Lender pursuant to an appropriate pledge agreement(s(ii) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, information regarding the real estate title insurance policies, environmental reports, landlord's waiversproperty owned by such Person, certified resolutions and other organizational and authorizing documents of such Person, 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 above), all in form, content and scope reasonably satisfactory to the LenderAdministrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Agreement and the Indenture. (b) As soon BOP may designate as practicable guarantors of the Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each Lender shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in any event within 180 days after any Person becomes a Material Foreign Subsidiary respect of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary proposed Guarantor. The guarantees executed by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender Guarantors pursuant to an appropriate pledge agreement(sthis Section 7.12(b) (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall be in substantially the same form of Exhibit 7.12(b), shall otherwise be reasonably acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such PersonAdministrative Agent, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to pledge any accept such Additional Guarantees on their behalf in accordance with this Section 7.12(b). No Additional Guarantee shall affect the obligations of the Capital Stock Borrowers hereunder. In the absence of an Event of Default, the Lenders irrevocably authorize the Administrative Agent, upon receipt of a certificate from a Responsible Officer, to release any Foreign Subsidiary owned by such Material Foreign SubsidiaryAdditional Guarantor from its obligations under its Additional Guarantee at the sole discretion of the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 45 days after Contemporaneously with any Person becomes becoming a direct or indirect Domestic Subsidiary of any Credit Party, the Borrower shall provide the Lender Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit EEXHIBIT J, and (b) cause 100% of the Capital Stock of such Person to be delivered to the Lender Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Lender pursuant Collateral Documents, subject only to an appropriate pledge agreement(sPermitted Liens, and (ii) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, 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 above and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the LenderAgent. It is specifically understood and agreed that no Material Contemporaneously with any Person becoming a direct Foreign Subsidiary shall be required to pledge any of the Borrower or any Domestic Subsidiary of the Borrower, the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any Foreign Subsidiary owned greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Material Foreign SubsidiaryPerson) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder.