Common use of Additional Domestic Subsidiaries Clause in Contracts

Additional Domestic Subsidiaries. Promptly (but in any event within five days or such longer period to which the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (but As of the date any Compliance Certificate referred to in any event within five days or such longer period Section 7.13(a) is required to which be delivered, notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary or any Domestic Subsidiary ceasing to be an Excluded Subsidiary during the period covered by the Compliance Certificate (and, in any event, within forty-five (45) days after such notice of such creation, acquisition or cessation, as such time period may agree be extended by the Administrative Agent in its sole discretion), and cause (A) after the acquisition or creation of any such Domestic Subsidiary (or the date any Person otherwise qualifies as other than an Excluded Subsidiary) to (i) become a Guarantor and grant a security interest in all personal and/or real property of such Domestic Subsidiary), provide notice thereof Subsidiary (subject to the Administrative Agent, and thereafter (but exceptions specified in any event within thirty days after the Collateral Documents) owned by such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered Subsidiary by delivering to the Administrative Agent a duly executed Guaranty Joinder (as defined in the Guaranty Agreement) and a Joinder (as defined in the Collateral Security Agreement) and (ii) deliver to the Administrative Agent each such opinions, documents and certificates of the following: type referred to in Section 6.1 [Initial Loans and Letters of Credit] as may be reasonably requested by the Administrative Agent and (B) such Subsidiary and each Loan Party that owns Equity Interests of such Subsidiary to (i) unless deliver to the Administrative Agent such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns original certificated Equity Interests in any (if any) or other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement certificates and stock or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning other transfer powers evidencing the Equity Interests of such Domestic Subsidiary, (ii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through and (iii) are delivered (or required deliver to the Administrative Agent such other documents as may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), all in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance scope reasonably satisfactory to the Administrative Agent; provided that any pledge of the Equity Interests of a Domestic Subsidiary that is a FSHCO shall be limited to sixty five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such Domestic Subsidiary. Notwithstanding the foregoing, such pledge by a Loan Party of the Equity Interests of a First Tier Foreign Subsidiary (other than an Australian Subsidiary) shall not be required to be granted and perfected under foreign law governed security documents.

Additional Domestic Subsidiaries. Promptly (but in any event within five days or such longer period to which Notify the Administrative Agent may agree in its sole discretion) after of the creation or acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and promptly thereafter (but and in any event within thirty (30) days after such notice creation or acquisition), cause such longer period Person (other than a Restaurant Partnership), to which the Administrative Agent may agree in its sole discretion(i) cause to be delivered become a Guarantor by delivering to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor duly executed Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, grant to the Administrative Agent a Security Joinder Agreement, duly executed security interest in all assets owned by such Subsidiary (other than assets of a type that are excluded from the definition of "Collateral" under the Collateral Agreement) by delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with all schedules thereto appropriately completed); the terms of each Security Document, (iii) unless deliver to the Administrative Agent such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests documents and certificates referred to in any other Subsidiary, a Pledge Joinder Agreement, SECTION 6.2B as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable (iv) deliver to the Administrative Agent; and (vi) Agent such original Capital Stock or other certificates, if any, and stock or other transfer powers, if any, evidencing the Capital Stock of such Person held by Holdings or any of its Subsidiaries, (v) deliver to the documents referenced in Administrative Agent such updated Schedules to the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of Loan Documents as requested by the documents of the types referred to in Section 5.1(b)(i) Administrative Agent with respect to such SubsidiaryPerson, certified and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by an Authorized Officer the Administrative Agent, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; PROVIDED that no Domestic Subsidiary shall be required to pledge the stock or assets of a "controlled foreign corporation" within the meaning of Section 957 of the Code (a "CFC") except such Domestic Subsidiary shall pledge sixty-five percent (65%) of the total outstanding voting Capital Stock and all outstanding non-voting Capital Stock of any first tier CFC.

Additional Domestic Subsidiaries. Promptly Subject to clause (but in any event b) below, within five thirty (30) days (or such longer period to which the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the later date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: Borrower may agree) after (i) unless such Domestic the Acquisition by the Borrower or any of its Subsidiaries of any interests in any Person which becomes a direct or indirect Subsidiary is an Excluded of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Guarantor Joinder AgreementReceivables Subsidiary), duly executed by such Subsidiary; or (ii) unless such Domestic the formation of any new direct or indirect Subsidiary is an Excluded of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivables Subsidiary), (A) the Borrower will cause such new Subsidiary to provide to the Administrative Agent (1) an executed Addendum to Security Agreement, together with appropriate UCC-1 financing statements, (2) an executed Trademark Security Agreement, Patent Security Agreement or Copyright Security Agreement, if applicable and appropriate, together with appropriate recording instruments, (3) an executed Addendum to Subsidiary Guaranty; provided, that notwithstanding anything herein to the contrary no Foreign Subsidiary. Immaterial Subsidiary or Receivables Subsidiary will execute a Guaranty or grant a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests Interest or Lien in any other Subsidiaryof its assets or property to secure such Guaranty, a Pledge Joinder Agreement, as applicable, duly (4) an executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicableand (5) an executed certificate of the secretary (or similar Authorized Signatory) for such new Subsidiary, duly executed by each together with appropriate attachments; and (B) if such acquired or new Subsidiary is a direct Subsidiary of the Borrower, the Borrower will, or if such acquired or new Subsidiary is a direct Subsidiary of a direct or indirect Subsidiary of the Borrower that is a Credit Party, the Borrower will cause such Credit Party owning to, pledge to the Equity Administrative Agent all of the Ownership Interests (or other instruments or securities evidencing ownership) of such acquired or new Subsidiary (as additional Collateral for the Obligations to be held by the Administrative Agent in either case, accordance with all schedules thereto appropriately completed); (v) if any the terms of the documents referenced Pledge Agreement and execute and deliver to the Administrative Agent all such documentation for such pledge as, in the foregoing clauses (i) through (iii) are delivered reasonable opinion of the Administrative Agent, is necessary to grant and perfect such Liens on and subject to the terms set forth in the Security Documents; provided, that notwithstanding anything herein to the contrary, no Foreign Subsidiary, Immaterial Subsidiary or Receivables Subsidiary shall be required to execute a Pledge Agreement (or required to be delivered) and if joinder thereto). If requested by the Administrative Agent, opinions in connection with an acquisition or formation of counsel a Subsidiary (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivables Subsidiary) described in this Section 5.12(a), the Borrower will deliver to the applicable Credit Parties and such Subsidiary with respect Administrative Agent legal opinions similar to those delivered on the documents delivered and the transactions contemplated by this Section 7.11(a)Closing Date, which opinions shall be in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (In the event that no later than the date that any Compliance Certificate is required to be delivered pursuant to Section 5.6, the Borrower determines that any of its then existing Subsidiaries is a Material Domestic Subsidiary and has not guaranteed the Secured Obligations and pledged its assets to secure the Secured Obligations, the Borrower shall promptly, but in any event within five thirty (30) days or thereafter (as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof notify the Administrative Agent in writing thereof. Subject to the immediately following sentence of this Section 5.12, the Borrower shall (x) promptly after request by the Administrative Agent, and thereafter Agent (but in any event within thirty (30) days after such notice request) made from time to time as to any existing Material Domestic Subsidiary, and (y) in any event within thirty (30) days of creating a new Material Domestic Subsidiary or acquiring a new Material Domestic Subsidiary (as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) cause to be delivered ), deliver to the Administrative Agent and the Collateral Agent each of the following: (ia) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly joinder and supplement to the Guaranty Agreement executed by such Subsidiary; (iib) unless a joinder and supplement to any applicable security document or a new security document and such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by other document as the Administrative Agent shall deem appropriate for such Subsidiary (purpose and comply with all schedules thereto appropriately completed);the terms of each applicable security document and the terms hereof, (iiic) unless if applicable, such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns original certificated Equity Interests in any or other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement certificates and stock or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning other transfer powers evidencing the Equity Interests of such Subsidiary that is owned by a Credit Party, (d) to the extent not already provided to the Administrative Agent, a secretary’s certificate from such Subsidiary certifying as to (i) the incumbency of the officers of such Subsidiary, (ii) authorizing resolutions with respect to the transactions contemplated by the Credit Documents to which such Subsidiary is a party, (iii) the organizational documents of such Subsidiary, (iv) governmental approvals, if any, required to be obtained by such Subsidiary with respect to the Credit Documents to which such Subsidiary is a party and (v) a certificate of good standing in either case, with all schedules thereto appropriately completed)such Subsidiary’s state of organization dated as of a recent date; (ve) if any of to the documents referenced in extent not already provided to the foregoing clauses Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act; and (if) through (iii) are delivered (or required to be delivered) the extent not already provided to the Administrative Agent and only if requested by the Administrative Agent, opinions an opinion of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of Agent related to such Material Domestic Subsidiary and substantially similar in scope to the documents referenced legal opinions delivered on the Initial Funding Date with respect to the Guarantors in existence on the Initial Funding Date. The requirements set forth in the foregoing clauses sentence shall not apply to any Material Domestic Subsidiary that is not a Wholly-Owned Subsidiary unless (ix) through the attributable share of Consolidated EBITDA of Non-Guarantor Subsidiaries for the four quarter period ending on the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are available is greater than 15% of the Consolidated EBITDA for such period, or (ivy) the attributable share for Non-Guarantor Subsidiaries of the book value of total assets of the Borrower and its Subsidiaries, determined on a Consolidated basis as of the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are delivered available, is greater than 15% of the book value of total assets of the Borrower and its Subsidiaries as of such day. In the event (1) a Guarantor is no longer a Material Domestic Subsidiary or (2) a dissolution, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Equity Interests of any Guarantor occurs and such sale or disposition is permitted by this Agreement (or required permitted pursuant to be delivereda waiver, amendment, modification of or consent to a transaction otherwise prohibited by this Agreement), copies then, so long as no Event of Default has occurred and is continuing, the documents of Administrative Agent shall, upon written request by the types referred to in Section 5.1(b)(i) with respect to such SubsidiaryBorrower, certified by an Authorized Officer in form and substance reasonably satisfactory at no cost to the Administrative AgentAgent that is not reimbursed pursuant hereto, release such Guarantor from its liabilities and obligations under the Credit Documents pursuant to such documentation as the Borrower may reasonably require. Except as provided in the foregoing provisions of this Section 5.12, a release of a Material Domestic Subsidiary from its liabilities under the Subsidiary Guaranty shall require approval by all of the Lenders (notwithstanding anything to the contrary set forth in Section 9.1 hereof).

Additional Domestic Subsidiaries. Promptly following the date any Person (but other than an Excluded Subsidiary) becomes a Domestic Subsidiary (whether by creation, acquisition or otherwise) and in any event within five 45 days or after such longer date (as such time period to which may be extended by the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof (i) cause such Person to (A) become a Guarantor by delivering to the Administrative Agent, and thereafter (but in any event within thirty days after such notice Agent a duly executed joinder to the Guarantee or such longer period to which other document(s) as the Administrative Agent may agree shall deem appropriate for such purpose, (B) grant a security interest in all of its sole discretion) cause tangible and intangible personal property now owned or hereafter acquired (subject to any exceptions specified in the applicable Collateral Document and other exceptions to be delivered agreed at such time) by such Person by delivering to the Administrative Agent a duly executed joinder to each of the Guaranty and Security Agreement and the Pledge Agreement or such other document(s) as the Administrative Agent shall deem appropriate for such purpose, (C) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent and (D) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns cause each Loan Party owning Equity Interests in any such Subsidiary to deliver to the Administrative Agent (A) a duly executed joinder or supplement to the Pledge Agreement pledging (or evidencing a prior pledge of) 100% of the total Equity Interests owned by a Loan Party in such Subsidiary or such other Subsidiarydocument(s) as the Administrative Agent shall reasonably deem appropriate for such purpose, a Pledge Joinder Agreementtogether with all original certificates (or equivalent document) evidencing such Equity Interests (if any) and appropriate undated stock or other transfer powers for each such certificate duly executed in blank by the registered owner thereof, as if applicable, duly executed by (B) such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplementopinions, documents and certificates referred to in Section 4.1 as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties Agent and (C) such Subsidiary with respect to the other documents delivered and the transactions contemplated as may be reasonably requested by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of Agent in connection with the documents referenced foregoing, all in the foregoing clauses (i) through (iv) are delivered (or required to be delivered)form, copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form content and substance scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Subject to clause (but in any event b) below, within thirtyforty-five (3045) days (or such longer period to which the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the later date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: Borrower may agree) after (i) unless such Domestic the Acquisition by the Borrower or any of its Restricted Subsidiaries of any interests in any Person which becomes a direct or indirect Restricted Subsidiary is of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary), a Guarantor Joinder Agreement, duly executed by such Subsidiary; or (ii) unless such Domestic the formation of any new direct or indirect Restricted Subsidiary is of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary), (A) the Borrower will cause such new Restricted Subsidiary to provide to the Administrative Agent (1) an executed Addendum to Security Agreement, together with appropriate UCC-1 financing statements, (and, if applicable, an executed joinder to any Acceptable Intercreditor Agreement in substantially the form attached as an exhibit thereto), (2) an executed Trademark Security Agreement, Patent Security Agreement or Copyright Security Agreement, if applicable and appropriate, together with appropriate recording instruments, (3) an executed Addendum to Subsidiary Guaranty; provided, that notwithstanding anything herein to the contrary no Foreign Subsidiary. Immaterial Subsidiary or ReceivablesExcluded Subsidiary will execute a Guaranty or grant a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests Interest or Lien in any other Subsidiaryof its assets or property to secure such Guaranty, a Pledge Joinder Agreement, as applicable, duly (4) an executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicableand (5) an executed certificate of the secretary (or similar Authorized Signatory) for such new Restricted Subsidiary, duly executed by each together with appropriate attachments; and (B) if such acquired or new Restricted Subsidiary is a direct Restricted Subsidiary of the Borrower, the Borrower will, or if such acquired or new Restricted Subsidiary is a direct Restricted Subsidiary of a direct or indirect Restricted Subsidiary of the Borrower that is a Credit Party, the Borrower will cause such Credit Party owning to, pledge to the Equity Administrative Agent all of the Ownership Interests (or other instruments or securities evidencing ownership) of such acquired or new Restricted Subsidiary (as additional Collateral for the Obligations to be held by the Administrative Agent in either case, accordance with all schedules thereto appropriately completed); (v) if any the terms of the documents referenced Pledge Agreement and execute and deliver to the Administrative Agent all such documentation for such pledge as, in the foregoing clauses (i) through (iii) are delivered reasonable opinion of the Administrative Agent, is necessary to grant and perfect such Liens on and subject to the terms set forth in the Security Documents; provided, that notwithstanding anything herein to the contrary, no Foreign Subsidiary, Immaterial Subsidiary or ReceivablesExcluded Subsidiary shall be required to execute a Pledge Agreement (or required to be delivered) and if joinder thereto). If requested by the Administrative Agent, opinions in connection with an acquisition or formation of counsel a Restricted Subsidiary (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary) described in this Section 5.12(a), the Borrower will deliver to the applicable Credit Parties and such Subsidiary with respect Administrative Agent legal opinions similar to those delivered on the documents delivered and the transactions contemplated by this Section 7.11(a)ClosingRestatement Effective Date, which opinions shall be in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. (i) Promptly (but in any event within five days or such longer period to which the Administrative Agent may agree in its sole discretion) after the creation or acquisition or creation of any Domestic Subsidiary (other than an Excluded Subsidiary) or the date any Person otherwise qualifies upon a Subsidiary (other than an Excluded Subsidiary) becoming a Material Subsidiary or being designated as a Domestic Subsidiary)Restricted Subsidiary (and, provide notice thereof to the Administrative Agent, and thereafter (but in any event event, within thirty (30) days after such notice creation, acquisition or designation, as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) cause such Subsidiary that is not an Excluded Subsidiary to be delivered (A) become a Subsidiary Guarantor by delivering to the Administrative Agent and a duly executed supplement to the U.S. Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agent each of the following: (iAgreement) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed owned by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, by delivering to the Administrative Agent a Pledge Joinder Agreement, as applicable, duly executed by supplement to each applicable Security Document or such Subsidiary other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (with all schedules thereto appropriately completed); (ivC) a Pledge Joinder Agreement or Pledge Agreement Supplementdeliver to the Administrative Agent such opinions, documents and certificates referred to in Section 4.1 as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable (D) deliver to the Administrative Agent; and Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Subsidiary, and (viE) if any of deliver to the documents referenced in Administrative Agent such updated Schedules to the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of Loan Documents as requested by the documents of the types referred to in Section 5.1(b)(i) Administrative Agent with respect to such Subsidiary, certified by an Authorized Officer all in form form, content and substance scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, (1) the foregoing requirements shall not apply to Excluded Subsidiaries and (2) no Credit Party shall be required to pledge more than sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) in any CFC Holding Company. (ii) If, as of the end of any fiscal quarter as reported on the most recent quarterly or annual Officer’s Compliance Certificate delivered pursuant to Section 6.2(a), (x) the aggregate assets of the Domestic Credit Parties (excluding Equity Interests in Subsidiaries) shall fail to represent 90% or more of the aggregate assets of the Company and its Domestic Subsidiaries as of such time or (y) the aggregate Consolidated EBITDA attributable to the Domestic Credit Parties shall fail to represent 90% or more of the aggregate Consolidated EBITDA attributable to the Company and its Domestic Subsidiaries for the four fiscal quarter period then ended, the Company shall promptly notify the Administrative Agent thereof. Within thirty (30) days after the date of such notice (or such longer period as may be agreed by the Administrative Agent in its sole discretion), the Company shall, and shall cause additional Domestic Subsidiaries (whether or not they are Material Subsidiaries but excluding any Domestic Subsidiary owned directly or indirectly by a CFC) to, comply with Sections 6.11(a)(i), (c) and (d), as applicable, to the extent necessary to cure the conditions giving rise to such failure, and during such 30-day grace period such failure shall not be deemed to constitute a Default or Event of Default. (iii) If, at any time after the Closing Date, (x) any Domestic Subsidiary of the Company (excluding any Domestic Subsidiary owned directly or indirectly by a CFC) that is not a party to the Subsidiary Guaranty becomes a borrower or guarantor under the ABL Facility or (y) any other Subsidiary of the Company (including any Domestic Subsidiary owned directly or indirectly by a CFC) that is not a party to the Subsidiary Guaranty guarantees the obligations of any Domestic Subsidiary under the ABL Facility, the Company shall immediately notify the Administrative Agent thereof and, within ten (10) days thereof, cause such Domestic Subsidiary to comply with Sections 6.11(a)(i), (c) and (d), as applicable (but without giving effect to any applicable grace periods provided therein).

Additional Domestic Subsidiaries. Promptly (As soon as practicable but in any event within five days 30 Business Days (or such longer period to which as may be agreed by the Administrative Agent may agree in its sole discretionAgent) after following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (or the date any Person otherwise qualifies as a other than an Excluded Domestic Subsidiary), provide notice thereof or the time any existing Domestic Subsidiary ceases to the Administrative Agentbe an Excluded Domestic Subsidiary, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following, as applicable: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent, a Borrower hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary; (ii) unless (A) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (B) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary is has an Excluded Subsidiaryinterest consistent with the terms of the Loan Documents, a Security Joinder in each case, subject to the Intercreditor Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning upon the Equity Interests request of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agent, opinions an opinion of counsel to the applicable Credit Parties each such Domestic Subsidiary and such Subsidiary with respect addressed to the documents delivered Administrative Agent and the transactions contemplated by this Section 7.11(a)Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), current copies of the documents Organization Documents of each such Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the types referred to Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 5.1(b)(i) with respect to such Subsidiary7.12, all certified by an Authorized Officer in form and substance reasonably satisfactory to the applicable Governmental Authority or appropriate officer as the Administrative AgentAgent may elect.

Additional Domestic Subsidiaries. Promptly In the event that (but i) any Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any Domestic Subsidiary becomes a guarantor or an obligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any event Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (i), (ii) or (iii), the Parent Borrower shall promptly notify the Administrative 110599275_6 Agent and within five ninety (90) days after such notification (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Person to (A) become a Guarantor by execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any acquisition or merger shall be required to become a Guarantor if the incurrence of such obligation would violate any material agreement binding on such Person and in existence on the date of such acquisition or merger, (B) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Person by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such longer period to which other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (C) deliver such other documentation as the Administrative Agent may agree reasonably request in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary)connection therewith, provide notice thereof to the Administrative Agentincluding, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiarywithout limitation, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests certified resolutions of such Subsidiary (in either casePerson, with all schedules thereto appropriately completed); (v) if any certified organizational and authorizing documents of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agentsuch Person, favorable opinions of counsel to such Person (which shall cover, among other things, the applicable Credit Parties legality, validity, binding effect and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any enforceability of the documents referenced in Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the foregoing clauses (i) through (iv) are delivered (or type required to be delivereddelivered pursuant to Section 5.1(a), copies of the documents of the types referred to all in Section 5.1(b)(i) with respect to such Subsidiaryform, certified by an Authorized Officer in form content and substance scope reasonably satisfactory to the Administrative Agent, (D) if the Equity Interests of such Person are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person and (E) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary.

Additional Domestic Subsidiaries. Promptly (but in If any event within five days Loan Party shall form or such longer period to which directly acquire all or substantially all of the Administrative Agent may agree in its sole discretion) outstanding Equity Interests of a Material Subsidiary after the acquisition Closing Date, or creation of any Domestic a Subsidiary (or becomes a domestic Material Subsidiary after the date any Person otherwise qualifies as a Domestic Subsidiary)Closing Date, provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to Borrower will notify the Administrative Agent and the Collateral Agent thereof and such Loan Party will cause such Subsidiary to become a Loan Party hereunder and under each of applicable Collateral Document within fifteen (15) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the following: Secured Obligations as the Administrative Agent or the Collateral Agent shall reasonably request in accordance with and subject to the Collateral Documents; provided that (i) unless Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Domestic Subsidiary is not a wholly-owned Subsidiary; (B) to the extent doing so would (1) in the case of any CFC or any assets of a CFC, result in any materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary; or (D) if, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantor Joinder Agreement, duly executed Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained by the Lenders therefrom. If any certificated shares of Equity Interests of any such Subsidiary; , or any Debt of any such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (ii15) unless Business Days after such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by formed or such Subsidiary shares of Equity Interests or Debt are acquired (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiaryexcept that, if such Subsidiary owns Equity Interests in any other is a Foreign Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the shares of Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any to be pledged shall be limited to 65% of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agent, opinions outstanding shares of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any Equity Interests of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent).

Additional Domestic Subsidiaries. Promptly (but in any event within five days or such longer period to which the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each the Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent; provided that none of the foregoing shall be required to be delivered with respect to any Domestic Subsidiary that (x) is owned by a Foreign Subsidiary or (y) has no material assets other than Equity Interests or Indebtedness of a Foreign Subsidiary.

Additional Domestic Subsidiaries. Promptly (but and, in any event event, within five days or thirty (30) days, as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) after (i) the acquisition creation or creation Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), provide notice thereof in each case, cause such Person to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretionA) cause to be delivered become a Guarantor by delivering to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (B) except during a Collateral Release Period, grant a security interest in all Collateral (subject to the exceptions specified in the applicable Security Documents) owned by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, by delivering to the Administrative Agent a duly executed Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplementsuch other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document, (C) deliver to the Administrative Agent such opinions, certificates and other documents referred to in Section 4.01 with respect to such Domestic Subsidiary as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a)(D) except during a Collateral Release Period, in form and substance reasonably acceptable deliver to the Administrative Agent; and (vi) if Agent original certificates evidencing the Equity Interests of such Domestic Subsidiary and the Equity Interests of any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or other Subsidiaries held by such Domestic Subsidiary and required to be delivered)pledged pursuant to the Loan Documents, copies of together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the registered owner thereof, and (E) deliver to the Administrative Agent such other documents of as may be reasonably requested by the types referred to Administrative Agent in Section 5.1(b)(i) connection with respect to such SubsidiaryPerson becoming a Guarantor, certified by an Authorized Officer all in form form, content and substance scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (but and, in any event event, within five days or thirty (30) days,(a) as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) after (i) the acquisition creation or creation Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or the date any Person otherwise qualifies as an Immaterial Subsidiary) or (ii) a Domestic Subsidiary (other than an Excluded Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause ceases to be delivered an Immaterial Subsidiary, in each case, cause such Person to (A) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (B) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agent each of the following: (iAgreement) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed owned by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, by delivering to the Administrative Agent a Pledge Joinder Agreement, as applicable, duly executed by supplement to each applicable Security Document or such Subsidiary other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document, (with all schedules thereto appropriately completed); (ivC) a Pledge Joinder Agreement or Pledge Agreement Supplementdeliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable (D) deliver to the Administrative Agent; and Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (viE) if any of deliver to the documents referenced in Administrative Agent such updated Schedules to the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of Disclosure Letter and Loan Documents as requested by the documents of the types referred to in Section 5.1(b)(i) Administrative Agent with respect to such Domestic Subsidiary, certified and (F) deliver to the Administrative Agent such other documents as may be reasonably requested by an Authorized Officer the Administrative Agent, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent.. Additional Foreign Subsidiaries. Promptly (and, in any event, within forty five (45)(b) days, as such time period may be extended by the Administrative Agent in its sole discretion) after any Person becomes a First Tier Foreign Subsidiary or a Foreign Subsidiary Holding Company (other than an Immaterial Subsidiary or a Subsidiary described in clause (a) or (b) of the definition of “Excluded Subsidiary”), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, and a consent thereto executed by such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction), as applicable, evidencing the Equity Interests of such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is(c) created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a) or (b), as applicable, within the time 77 87048192_27

Additional Domestic Subsidiaries. Promptly (but in any event within five days or such longer period to which the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: : (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; ; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); ; (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); ; (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); ; (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (In the event that no later than the date that any Compliance Certificate is required to be delivered pursuant to Section 5.6, the Borrower determines that any of its then existing Subsidiaries is a Material Domestic Subsidiary and has not guaranteed the Obligations, the Borrower shall promptly, but in any event within five thirty (30) days or thereafter (as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof notify the Administrative Agent in writing thereof. Subject to the immediately following sentence of this Section 5.12, the Borrower shall (x) promptly after request by the Administrative Agent, and thereafter Agent (but in any event within thirty (30) days after such notice request) made from time to time as to any existing Material Domestic Subsidiary, and (y) in any event within thirty (30) days of creating a new Material Domestic Subsidiary or acquiring a new Material Domestic Subsidiary (as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) cause to be delivered ), deliver to the Administrative Agent and the Collateral Agent each of the following: (ia) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly joinder and supplement to the Guaranty Agreement executed by such Subsidiary; (iib) unless such Domestic Subsidiary is an Excluded Subsidiaryif a Security Event has occurred on or prior thereto, a Security Joinder Agreement, duly executed by joinder and supplement to any applicable security document or a new security document and such Subsidiary (other document as the Administrative Agent shall deem appropriate for such purpose and comply with all schedules thereto appropriately completed);the terms of each applicable security document and the terms hereof, (iiic) unless such Domestic Subsidiary is an Excluded Subsidiaryif a Security Event has occurred on or prior thereto, if applicable, such Subsidiary owns original certificated Equity Interests in any or other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement certificates and stock or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning other transfer powers evidencing the Equity Interests of such Subsidiary that is owned by a Credit Party, (d) to the extent not already provided to the Administrative Agent, a secretary’s certificate from such Subsidiary certifying as to (i) the incumbency of the officers of such Subsidiary, (ii) authorizing resolutions with respect to the transactions contemplated by the Credit Documents to which such Subsidiary is a party, (iii) the organizational documents of such Subsidiary, (iv) governmental approvals, if any, required to be obtained by such Subsidiary with respect to the Credit Documents to which such Subsidiary is a party and (v) a certificate of good standing in either case, with all schedules thereto appropriately completed)such Subsidiary’s state of organization dated as of a recent date; (ve) if any of to the documents referenced in extent not already provided to the foregoing clauses Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act; and (if) through (iii) are delivered (or required to be delivered) the extent not already provided to the Administrative Agent and only if requested by the Administrative Agent, opinions an opinion of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of Agent related to such Material Domestic Subsidiary and substantially similar in scope to the documents referenced legal opinions delivered on the Initial Funding Date with respect to the Guarantors in existence on the Initial Funding Date. The requirements set forth in the foregoing clauses sentence shall not apply to any Material Domestic Subsidiary that is not a Wholly-Owned Subsidiary unless (ix) through the attributable share of Consolidated EBITDA of Non-Guarantor Subsidiaries for the four quarter period ending on the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are available is greater than 15% of the Consolidated EBITDA for such period, or (ivy) the attributable share for Non-Guarantor Subsidiaries of the book value of total assets of the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are delivered available, is greater than 15% of the book value of total assets of the Borrower and its Subsidiaries as of such day. In the event (1) a Guarantor is no longer a Material Domestic Subsidiary or (2) a dissolution, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Equity Interests of any Guarantor occurs and such sale or disposition is permitted by this Agreement (or required permitted pursuant to be delivereda waiver, amendment, modification of or consent to a transaction otherwise prohibited by this Agreement), copies then, so long as no Event of Default has occurred and is continuing, the documents of Administrative Agent shall, upon written request by the types referred to in Section 5.1(b)(i) with respect to such SubsidiaryBorrower, certified by an Authorized Officer in form and substance reasonably satisfactory at no cost to the Administrative AgentAgent that is not reimbursed pursuant hereto, release such Guarantor from its liabilities and obligations under the Subsidiary Guaranty pursuant to such documentation as the Borrower may reasonably require. Except as provided in the foregoing provisions of this Section 5.12, a release of a Material Domestic Subsidiary from its liabilities under the Subsidiary Guaranty shall require approval by all of the Lenders (notwithstanding anything to the contrary set forth in Section 9.1 hereof).

Additional Domestic Subsidiaries. Promptly (but and, in any event event, within five days or thirty (30) days, as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) after (i) the acquisition creation or creation Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), provide notice thereof in each case, cause such Person to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretionA) cause to be delivered become a Guarantor by delivering to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (B) grant a security interest in all Collateral (subject to the exceptions specified in the applicable Security Documents) owned by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, by delivering to the Administrative Agent a duly executed Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplementsuch other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document, (C) deliver to the Administrative Agent such opinions, certificates and other documents referred to in Section 4.01 with respect to such Domestic Subsidiary as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable (D) deliver to the Administrative Agent; and (vi) if Agent original certificates evidencing the Equity Interests of such Domestic Subsidiary and the Equity Interests of any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or other Subsidiaries held by such Domestic Subsidiary and required to be delivered)pledged pursuant to the Loan Documents, copies of together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the registered owner thereof and (E) deliver to the Administrative Agent such other documents of as may be reasonably requested by the types referred to Administrative Agent in Section 5.1(b)(i) connection with respect to such SubsidiaryPerson becoming a Guarantor, certified by an Authorized Officer all in form form, content and substance scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (but in any event within five days or such longer period to which Notify the Administrative Agent may agree in its sole discretion) after of the creation or acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, that is not an Excluded Subsidiary and promptly thereafter (but and in any event within thirty (30) days after such notice creation or acquisition or such longer period to which later time as may be determined by the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) cause to be delivered become a Global Guarantor by delivering to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by joinder agreement or such Subsidiary; other document as the Administrative Agent shall deem appropriate for such purpose, (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, grant a Security Joinder security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement, duly executed and excluding any grant of a security interest by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Pericom in any Equity Interests in any other SubsidiaryForeign Subsidiaries of Pericom in existence on November 25, 2015; provided that if any such Foreign Subsidiaries of Pericom continue to be First-Tier Foreign Subsidiaries of Pericom at any time on or after June 30, 2017 then Pericom shall be required to comply with this Section 6.12 with respect to the grant of a Pledge Joinder Agreement, as applicable, duly executed security interest in any Equity Interests in any such continuing First-Tier Subsidiaries of Pericom) owned by such Subsidiary (with all schedules thereto appropriately completed); (iv) by delivering to the Administrative Agent a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by supplement to each Credit Party owning Collateral Document or such other document as the Equity Interests Administrative Agent shall deem appropriate for such purpose and comply with the terms of such Subsidiary (in either caseeach Collateral Document, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required deliver to the Administrative Agent such documents and certificates referred to in Section 4.01 as may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable (iv) deliver to the Administrative Agent; and Agent such original certificates representing the Pledged Equity or other certificates of such Person accompanied by undated irrevocable stock powers executed in blank, (viv) if any of deliver to the documents referenced in Administrative Agent such updated Schedules to the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of Loan Documents as requested by the documents of the types referred to in Section 5.1(b)(i) Administrative Agent with respect to such SubsidiaryPerson, certified and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by an Authorized Officer the Administrative Agent, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (but and, in any event event, within five days or thirty (30) days, as such longer time period to which may be extended by the Administrative Agent may agree in its sole discretion) after (i) the acquisition creation or creation Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary) (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC that is not an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), provide notice thereof in each case, cause such Person to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretionA) cause to be delivered become a Guarantor by delivering to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (B) except during a Collateral Release Period, grant a security interest in all Collateral (subject to the exceptions specified in the applicable Security Documents) owned by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, by delivering to the Administrative Agent a duly executed Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplementsuch other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document, (C) deliver to the Administrative Agent such opinions, certificates and other documents referred to in Section 4.01 with respect to such Domestic Subsidiary as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a)(D) except during a Collateral Release Period, in form and substance reasonably acceptable deliver to the Administrative Agent; and (vi) if Agent original certificates evidencing the Equity Interests of such Domestic Subsidiary and the Equity Interests of any of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or other Subsidiaries held by such Domestic Subsidiary and required to be delivered)pledged pursuant to the Loan Documents, copies of together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the registered owner thereof, and (E) deliver to the Administrative Agent such other documents of as may be reasonably requested by the types referred to Administrative Agent in Section 5.1(b)(i) connection with respect to such SubsidiaryPerson becoming a Guarantor, certified by an Authorized Officer all in form form, content and substance scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly (but in If any event within five days Loan Party shall form or such longer period to which directly acquire all or substantially all of the Administrative Agent may agree in its sole discretion) outstanding Equity Interests of a Material Subsidiary after the acquisition Closing Date, or creation of any Domestic a Subsidiary (or becomes a domestic Material Subsidiary after the date any Person otherwise qualifies as a Domestic Subsidiary)Closing Date, provide notice thereof to the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to Borrower will notify the Administrative Agent and the Collateral Agent thereof and such Loan Party will cause such Subsidiary to become a Loan Party hereunder and under each of applicable Collateral Document within fifteen (15) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the following: Secured Obligations as the Administrative Agent or the Collateral Agent shall reasonably request in accordance with and subject to the Collateral Documents; provided that (i) unless Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any of its assets as security for any of the Obligations (A) if such Domestic Subsidiary is not a wholly-owned Subsidiary; (B) to the extent doing so would (1) in the case of any CFC or any assets of a CFC, result in any materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, or (D) if, in the reasonable judgment of the Administrative Agent and the Borrower, the cost of providing a Guarantor Joinder Agreement, duly executed Guarantee Obligation hereunder is excessive in relation to the benefits to be obtained by the Lender Parties therefrom. If any certificated shares of Equity Interests of any such Subsidiary; , or any Debt of any such Subsidiary exceeding $1,000,000, are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Secured Obligations within fifteen (ii15) unless Business Days after such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by formed or such Subsidiary shares of Equity Interests or Debt are acquired (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiaryexcept that, if such Subsidiary owns Equity Interests in any other is a Foreign Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the shares of Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any to be pledged shall be limited to 65% of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to be delivered) and if requested by the Administrative Agent, opinions outstanding shares of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any Equity Interests of the documents referenced in the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent).

Additional Domestic Subsidiaries. Promptly after the creation or acquisition of any (but i) Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or upon a wholly owned domestic Unrestricted Subsidiary (other than an Excluded Subsidiary) being designated as a Restricted Subsidiary and (ii) Restricted Subsidiary that is not already a Guarantor that Guarantees or becomes an obligor of any other Indebtedness of the Borrower or any Guarantor with an aggregate principal amount of $5,000,000 or more, in any event within five days or each case, cause such longer period Subsidiary to which (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral specified in the Guaranty and Security Agreement (subject to the exceptions specified in the Guaranty and Security Agreement, including with respect to Excluded Assets) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may agree in its sole discretion) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to be reasonably requested by the Administrative Agent, and thereafter (but in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed by such Subsidiary; (ii) unless such Domestic Subsidiary is an Excluded Subsidiary, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning if the Equity Interests of such Subsidiary (in either caseare certificated, with all schedules thereto appropriately completed); deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Subsidiary, (v) if any deliver to the Administrative Agent a duly executed joinder to each of the documents referenced in Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and (vi) deliver to the foregoing clauses (i) through (iii) are delivered (or required Administrative Agent such updated Schedules to be delivered) and if the Loan Documents as requested by the Administrative AgentAgent with respect to such Person. For purposes of this Section 8.14, opinions of counsel to the compliance with applicable Credit Parties and such Subsidiary foreign law with respect to the documents delivered grant, creation and the transactions contemplated by this Section 7.11(a), in form perfection of Liens on and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced security interests in the foregoing clauses (i) through (iv) are delivered (or required to Collateral will not be delivered), copies of the documents of the types referred to in Section 5.1(b)(i) with respect to such Subsidiary, certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agentrequired.

Additional Domestic Subsidiaries. Promptly (but Promptly, and in any event within five days or such longer period to which ten (10) Business Days, notify the Administrative Agent may agree in its sole discretion) after of the creation or acquisition or creation of any Domestic Subsidiary (or which, for purposes of this paragraph, shall include the date any Person otherwise qualifies designation of an Unrestricted Subsidiary (that but for its designation as an Unrestricted Subsidiary is a Domestic Subsidiary) as a Restricted Subsidiary pursuant to Section 6.09 and any Domestic Subsidiary that is an Immaterial Subsidiary no longer qualifying as an Immaterial Subsidiary), provide notice thereof to other than any Domestic Subsidiary described in clause (v) of the Administrative Agent, definition of “Subsidiary Guarantors,” and promptly thereafter (but and in any event within thirty (30) days after such notice creation or such longer acquisition, which time period to which may be extended at the sole discretion of the Administrative Agent may agree in its sole discretionAgent), cause such Person to (i) cause to be delivered become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall reasonably request for such purpose, (ii) grant a security interest in all properties and assets (subject to the exceptions specified in the Guaranty and Collateral Agent each Agreement and herein and excluding, for the avoidance of the following: (idoubt, any Excluded Collateral) unless owned by such Domestic Subsidiary is an Excluded Subsidiary, by delivering to the Administrative Agent a Guarantor Joinder Agreement, duly executed by supplement to each Security Document with respect to Collateral or such Subsidiary; (ii) unless other document as the Administrative Agent shall reasonably request for such Domestic Subsidiary is an Excluded Subsidiarypurpose and comply with the terms of each Security Document, a Security Joinder Agreement, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iii) unless deliver to the Administrative Agent such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests documents and certificates with respect to Collateral referred to in any other Subsidiary, a Pledge Joinder Agreement, Section 4.02 as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to may be delivered) and if reasonably requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable (iv) deliver to the Administrative Agent; and Agent such original Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (viv) if any of deliver to the documents referenced in Administrative Agent such updated Schedules to the foregoing clauses (i) through (iv) are delivered (or required to be delivered), copies of Loan Documents as reasonably requested by the documents of the types referred to in Section 5.1(b)(i) Administrative Agent with respect to such SubsidiaryPerson, certified and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by an Authorized Officer the Administrative Agent reasonably in form advance of the relevant deadline, all in form, content and substance scope reasonably satisfactory to the Administrative Agent.