Common use of Additional Guarantors and Grantors Clause in Contracts

Additional Guarantors and Grantors. (a) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause (i) any direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactive, in each case to execute a supplement to each of the Guarantee and the Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement. (b) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, the Borrower or any of the Restricted Subsidiaries.

Additional Guarantors and Grantors. No later than forty five (a45) Except days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such time as provided in Section 10.1(j) a Credit Party or (k), each any of Holdings, the Borrower and the Canadian Borrower will cause (i) its Subsidiaries forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, in each case, that is not an Excluded Subsidiary, the Credit Parties will (a) promptly, and in any event within forty five (45) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of creation or acquisition, as applicable, provide written notice to the Administrative Agent together with certified copies of the Organizational Documents for such Subsidiary, and (b) promptly, and in any event within forty five (45) days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of formation or creation or upon the Administrative Agent’s request, as applicable: (i) take all such action as may be reasonably required by the Administrative Agent to cause the applicable Subsidiary to either: (A) provide to the Administrative Agent a joinder to this Agreement, the Guarantee Agreement (or, with respect to the first such Subsidiary to become a Guarantor pursuant to the terms hereof, the Guarantee Agreement) and the Security Pledge Agreement pursuant to which such Subsidiary becomes a Credit Party hereunder and thereunder, or (B) guarantee the Obligations of the Credit Parties under the Credit Documents and grant a security interest in and to the Collateral of such Subsidiary (other than any Unrestricted Subsidiary) formed or otherwise purchased or acquired after Excluded Assets), in each case, in form and substance reasonably satisfactory to the date hereof Administrative Agent, and, in each case together with such Control Agreements required by Section 8.15 and other documents, instruments, opinions and agreements reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant the Collateral Agent a first priority Lien, subject to Permitted Liens) in and to the Collateral of such Subsidiary and to pledge all of the direct Capital Stock of such Subsidiary; provided that a Material Subsidiary shall not be required to execute such joinders, guarantee, or grant of security interest if (x) it is organized in a jurisdiction where such joinder, guarantee, or security interest is prohibited under local law or (y) the Collateral Agent has determined in good faith (in consultation with the Borrower; provided that the Collateral Agent shall make the ultimate determination) that the cost to the Credit Parties of obtaining such joinder, guarantee or security interest would outweigh the benefits thereof to the Agents and the Lenders and has notified the Borrower of such determination. Any document, agreement, or instrument executed or issued pursuant to this Section 8.10 shall be a Permitted AcquisitionCredit Document. Notwithstanding the forgoing, concurrently with the delivery of each Compliance Certificate delivered in connection with the financial information in Section 8.01(c), the Borrower shall determine whether any Immaterial Subsidiary shall have exceeded the materiality thresholds set forth in the definition of “Immaterial Subsidiary”, making such Subsidiary a Material Subsidiary, and if so, the Borrower shall within thirty (ii30) any days after making such determination (or such longer period of time agreed to by the Administrative Agent in its sole discretion)), cause such Subsidiary (other than any Unrestricted an Excluded Subsidiary) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactive, in each case to execute a supplement to each of the Guarantee and the Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee Credit Party hereunder and a grantor under the Security Agreement. (b) Except deliver all joinders, documents, instruments and agreements as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, the Borrower or any of the Restricted Subsidiariesas Collateral Agent may reasonably request under this Section 8.10.

Additional Guarantors and Grantors. (a) Except as provided set forth in Section 10.1(j10.1(a)(x) or (ka)(xi), each of Holdings, the Borrower and the Canadian Borrower will cause (i) any each direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary or any Domestic Subsidiary owned by a Foreign Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any each Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive each immaterial Domestic Subsidiary listed on Schedule 1.1(e1.1(d) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactivethat becomes a Material Subsidiary, in each case to execute a supplement to each of the US Guarantee and the Security Agreement, substantially Agreement in the form of Annex B or Annex 1, as applicable, and substance reasonably satisfactory to the respective agreement Collateral Agent, in order to become a Guarantor guarantor under the US Guarantee and a grantor under the Security Agreement. (b) Except as provided set forth in Section 10.1(j10.1(a)(x) or (ka)(xi), each of Holdings, the Borrower and the Canadian Borrower will cause (i) each Foreign direct or indirect Subsidiary that is a Restricted Foreign of the Canadian Borrower organized under the laws of any province of Canada (other than any Unrestricted Subsidiary, ) formed or that is required otherwise purchased or acquired after the date hereof (including pursuant to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition) and (ii) each immaterial Subsidiary of the Canadian Borrower organized under the laws of any province of Canada and listed on Schedule 1.1(d) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) that becomes a Material Subsidiary, in each case that makes an investment constituting to execute a Permitted Acquisition pursuant supplement to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations each of the Canadian Borrower, as Guarantee and the case may be, Canadian Security Agreement in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and substance reasonably satisfactory to an extent agreed between the Borrower and the Canadian Administrative Agent, but in order to be substantially consistent (taking into account become a guarantor under the scope of customary collateral arrangements in Canadian Guarantee and a grantor under the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Canadian Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, the Borrower or any of the Restricted SubsidiariesAgreement.

Additional Guarantors and Grantors. (a) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower will, except to the extent prohibited by applicable law or to the extent that it would result in material adverse tax consequences for Parent and the Canadian Borrower will its Subsidiaries, taken as a whole, cause (i) any direct or indirect wholly-owned Domestic Subsidiary that is a Material Subsidiary (other than any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the date hereof Closing Date (including pursuant to a Permitted Acquisition), ) and (ii) any wholly-owned Material Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the date hereof Closing Date but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactive), in each case to execute a supplement to each of the Guarantee and the Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement. (b) Except as provided in Section 10.1(j) or (k). The Borrower will, each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign of the Restricted Subsidiaries to, use commercially reasonable efforts to structure the ownership of any such Domestic Subsidiary so as to avoid any such legal prohibition or material adverse tax consequences described in the immediately preceding sentence that is a Restricted Foreign Subsidiarymay result from such ownership structure; provided, or that is the Borrower shall not be required to become a Restricted Foreign Subsidiary for an investment comply with the requirements of subclause (i) above with respect to constitute a Permitted Acquisition, in each case that makes an investment constituting a any Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of such direct or indirect Subsidiary of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that the aggregate amount of (x) all Indebtedness incurred pursuant to Sections 10.1 (j) and (k) and outstanding at such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, time pursuant to which the Borrower has utilized (and at such time continues to utilize) the proviso to 10.1(j)(i)(y) or any 10.1(k)(i)(y), respectively, and (y) the fair market value at the time such investment was made of all investments made pursuant to Section 10.5(k) as to which the Restricted SubsidiariesBorrower has utilized (and at such time continues to utilize) the proviso thereto, does not exceed the Guarantee and Collateral Exception Amount in effect at such time.

Additional Guarantors and Grantors. (a) Except as provided set forth in Section 10.1(j) or (k10.1(A)(j), each of Holdings, the Borrower and the Canadian Borrower will cause (i) any each direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary and any Designated Target Subsidiary) formed or otherwise purchased or acquired after the date hereof Signing Date (including pursuant unless, with respect to any such Subsidiary acquired in or formed for the sole purpose of consummating a Permitted AcquisitionAcquisition that is subject to or formed for the sole purpose of entering one or more agreements governing Permitted Acquisition Debt, which agreements prohibit the granting of a guarantee by such Subsidiary as contemplated by this clause (i), in which case the guarantee otherwise required by this Section 9.11(i) with respect to such Subsidiary shall not be required until such prohibitions cease to be applicable), (ii) any each Subsidiary (other than any Unrestricted Subsidiary and any Designated Target Subsidiary) that is not a Domestic Material Subsidiary on the date hereof Signing Date but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Material Subsidiary) and , (iii) any each inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this AgreementAgreement or is a Designated Target Subsidiary) which acquires any material assets or is otherwise no longer deemed inactive, and (iv) each Subsidiary that becomes a Debtor under the Cases, in each case to execute a Joinder Agreement and a supplement to each of the Guarantee and the Security Agreement; provided, substantially in the form of Annex B or Annex 1however, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement. (b) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into take such arrangements actions if, and to the extent that, based upon written advice of local counsel reasonably satisfactory to the Required Backstop Parties, the Borrower and/or such Foreign Subsidiary concludes that the taking of such arrangements actions would either (i) be prohibited by violate the law laws of the jurisdiction of incorporation or formation of in which such Restricted Foreign Subsidiary or of the entity whose capital stock is acquired organized or (ii) have material the cost, burden, difficulty or consequence of taking such actions (taking into account any adverse tax consequences to the Borrower and its Affiliates (including the imposition of withholding or other material taxes)), outweighs the benefits to be obtained by the Lenders therefrom; provided further, that if steps (for any of Holdingsexample, limiting the amount guaranteed) can be taken so that such violation, cost, burden, difficulty or consequence would not exist, then, if requested by the Required Backstop Parties, the Borrower or any respective Foreign Subsidiary shall enter into a modified Guarantee and/or modified Security Documents that provide, to the maximum extent permissible under applicable law, as many of the Restricted Subsidiariesbenefits as possible as are provided pursuant to the Guarantee and the Security Documents executed and delivered on the Closing Date and taking into account such cost, burden, difficulty or consequence.

Additional Guarantors and Grantors. (a) Except as provided Subject to any applicable limitations set forth in Section 10.1(j) or (k), each of Holdingsthe Guarantee, the Borrower and Security Agreement, any Pledge Agreement or any other Security Document, as applicable, the Canadian Borrower will cause (i) any direct or indirect Domestic Subsidiary of the Borrower (other than any Unrestricted Excluded Subsidiary) formed or otherwise purchased or acquired after the date hereof Closing Date (including pursuant to a Permitted Acquisition), ) and (ii) any Subsidiary of the Borrower that ceases to be an Excluded Subsidiary, to promptly execute (other than any Unrestricted SubsidiaryA) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactive, in each case to execute a supplement to each of the Guarantee and the Security Agreement, substantially in the form of Annex B thereto in order to become a Guarantor under the Guarantee, (B) if such Subsidiary is a Non-TN Credit Party, a supplement to the Security Agreement and the Pledge Agreement (Non-TN Credit Parties) substantially in the form of Exhibit 1 or Annex 1A, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement. Agreement and a pledgor under the Pledge Agreement (b) Except as provided in Section 10.1(j) or (kNon-TN Credit Parties), each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign (C) if such Subsidiary that is a Restricted Foreign SubsidiaryTN Credit Party, or that is required a supplement to the Pledge Agreement (TN Credit Parties) substantially in the form of Annex A thereto in order to become a Restricted Foreign Subsidiary for an investment to constitute pledgor under each such agreement, (D) a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation joinder to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, Intercompany Note in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and substance reasonably acceptable to an extent agreed between the Borrower Agents, and the Administrative Agent(E) a joinder agreement or such comparable documentation to each other applicable Security Document, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Security Documentsform annexed thereto, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be take all actions required thereunder to enter into such arrangements to perfect the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, the Borrower or any of the Restricted SubsidiariesLiens created thereunder.

Additional Guarantors and Grantors. (a) Except as provided in Section 10.1(j) On (or (k), each at the election of Holdings, the Borrower and prior to) the Canadian date the Borrower will cause is required to deliver the Compliance Certificate for each fiscal quarter (or such later date as may be reasonably determined by the Administrative Agent), (i) if, at such time, any existing direct or indirect Domestic Subsidiary (other than U.S. Cellular, the Excluded Subsidiary and any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any Subsidiary (other than any Unrestricted Subsidiaryof their respective Subsidiaries) that is not a Guarantor meets the threshold set forth in the definition of Material Subsidiary, designate in writing to the Administrative Agent such additional Domestic Subsidiary on as a “Material Subsidiary”, (ii) notify the date hereof but subsequently becomes Administrative Agent of any other changes to the Material Domestic Subsidiaries for such fiscal quarter, including (A) the formation or acquisition of a Material Domestic Subsidiary, including pursuant to a merger or Investment permitted by the provisions of this Agreement and (B) the Disposition of a Material Subsidiary, including pursuant to a sale, merger, dissolution, liquidation, consolidation or other Disposition, and (iii) cause each new Material Domestic Subsidiary pursuant to clauses (other than any Unrestricted Subsidiaryi) and (iiiii)(A) any inactive Subsidiary listed on Schedule 1.1(eabove to (w) become a Grantor by executing and delivering to the Administrative Agent a Grantor Supplement (unless such Subsidiary is designated an Unrestricted Subsidiary as defined in accordance with terms of this the Security Agreement) which acquires any material assets and take all such actions and execute and deliver, or is otherwise no longer deemed inactivecause to be executed and delivered, in each case to execute a supplement to each of the Guarantee and extent required by the Security Agreement, substantially all such documents, instruments, agreements, and certificates reasonably requested by Administrative Agent in order to cause the form Administrative Agent, for the benefit of Annex B or Annex 1the Secured Parties, to have a Lien on all assets of such Material Domestic Subsidiary and equity interests in such Material Domestic Subsidiary (in each case, other than Excluded Assets), which Lien shall be perfected, to the extent required by the Security Agreement, and be of first priority (except, as applicable, with respect to the respective agreement in order to Permitted Priority Liens), (x) become a Guarantor under by executing and delivering to the Guarantee Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, and a grantor under (y) unless waived by the Security AgreementAdministrative Agent, deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (xiii), (xiv) and (xv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, the Borrower or any of the Restricted Subsidiaries[Reserved].

Additional Guarantors and Grantors. (a) Except as provided set forth in Section 10.1(j10.1(a)(x) or (ka)(xi), each of Holdings, the Borrower and the Canadian Borrower will cause (i) any each of its direct or indirect Domestic Subsidiary wholly-owned US Subsidiaries (other than any Unrestricted Subsidiary or any US Subsidiary owned directly or indirectly by a Foreign Subsidiary of any US Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any Subsidiary each of its wholly-owned Subsidiaries (other than any Unrestricted Subsidiary) that is not a Domestic US Subsidiary on the date hereof but subsequently becomes a Domestic US Subsidiary (other than any Unrestricted Subsidiary or a US Subsidiary owned directly and indirectly by a Foreign Subsidiary of any US Subsidiary) and (iii) any inactive Subsidiary each of its immaterial wholly-owned US Subsidiaries listed on Schedule 1.1(e1.1(d) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets Agreement or is otherwise no longer deemed inactivedirectly or indirectly owned by any Foreign Subsidiary of any US Subsidiary) that becomes a Material Subsidiary, in each case to execute a supplement to each of the US Guarantee and the US Security Agreement, substantially Agreement in the form of Annex B or Annex 1, as applicable, and substance reasonably satisfactory to the respective agreement Collateral Agent, in order to become a Guarantor guarantor under the US Guarantee and a grantor under the US Security Agreement. (b) Except as provided set forth in Section 10.1(j10.1(a)(x) or (ka)(xi), each of Holdings, the Borrower and the Canadian Borrower will cause (i) each direct or indirect wholly-owned Canadian Subsidiary of the Canadian Borrower (other than any Unrestricted Subsidiary and any Canadian Subsidiary directly or indirectly owned by any US Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition) and (ii) each immaterial wholly-owned Canadian Subsidiary of the Canadian Borrower listed on Schedule 1.1(d) (unless such Canadian Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement or is directly or indirectly owned by any US Subsidiary) that becomes a Material Subsidiary, in each case to execute a Canadian Guarantee and the applicable Canadian Security Agreement (or a supplement thereto, as applicable) in form and substance reasonably satisfactory to the Canadian Administrative Agent, in order to become a guarantor under the Canadian Guarantee and a grantor under the applicable Canadian Security Agreement. (c) Except as set forth in Section 10.1(a)(x) or (a)(xi) and except to the extent the Canadian Borrower determines that it will result in material adverse tax or legal consequences or as the Canadian Administrative Agent and the Canadian Borrower shall otherwise mutually agree, the Canadian Borrower will cause (i) each direct or indirect wholly-owned Foreign Subsidiary that is a Restricted Foreign Material Subsidiary of the Canadian Borrower (other than any Canadian Subsidiary, or that is required to become a Restricted any Unrestricted Subsidiary and any Foreign Subsidiary for an investment directly or indirectly owned by a US Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to constitute a Permitted Acquisition) and (ii) each immaterial wholly-owned Foreign Subsidiary (other than a Canadian Subsidiary) of the Canadian Borrower listed on Schedule 1.1(d) (unless such Foreign Subsidiary is designated an Unrestricted Subsidiary in accordance with the terms of this Agreement or is directly or indirectly owned by a US Subsidiary) that becomes a Material Subsidiary, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee execute Foreign Security Documents in form and security arrangements in relation substance reasonably satisfactory to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but in order to be substantially consistent (taking into account the scope of customary collateral arrangements in become a Foreign Subsidiary Guarantor and a grantor under the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Foreign Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, the Borrower or any of the Restricted SubsidiariesAgreements.

Additional Guarantors and Grantors. (a) Except as provided In each case subject to any applicable limitations set forth in Section 10.1(j) or (k), each of Holdingsthe Credit Documents, the Borrower and the Canadian Borrower will shall cause each (ix) any direct or indirect Domestic Subsidiary (other than than, in each case, any Unrestricted Excluded Subsidiary) of the Borrower formed or otherwise purchased or acquired after the date hereof Closing Date (including pursuant to a Permitted Acquisition)) and (y) other Subsidiary which would otherwise be required to provide a Guarantee but for its classification as an Excluded Subsidiary that ceases to constitute an Excluded Subsidiary to, within sixty (ii60) days from the date of the applicable formation, acquisition or cessation (which in the case of any Excluded Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary shall commence on the date hereof but subsequently becomes a Domestic of delivery of the certificate required by Section 9.1(d)), as applicable (or such later date as the Administrative Agent may determine in its reasonable discretion), and the Borrower may at its option cause any Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactiveto, in each case to execute a supplement to each of the Guarantee Guarantee, the Pledge Agreement and the Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents, respectively, or, to the extent reasonably requested by the Collateral Agent, enter into an appropriate new guarantee and appropriate new Security Documents substantially consistent with the analogous existing Guarantee and Security Documents or otherwise in form and substance reasonably satisfactory to Borrower 217 LEGAL_US_E # 167910103.1167910103.8 and Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected (with 218 LEGAL_US_E # 167910103.1167910103.8 respect to Collateral consisting of Intellectual Property, if and to the extent required under the Security Agreement.) security interest in its assets to substantially the same extent as created by the Credit Parties and only if and to the extent required under, and in accordance with, the Security Documents. Notwithstanding anything to the contrary herein or in any other Credit Document, it is understood and agreed that: (bi) Except as provided in Section 10.1(j) no Credit Party or any Subsidiary (k), each of Holdings, the Borrower and the Canadian Borrower will cause each other than a Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into becomes Guarantor pursuant to the Guarantees definition of “Guarantor”) shall be required to take any action outside the United States to guarantee the Obligations or grant, maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, any State thereof or the District of Columbia); (ii) no environmental reports shall be required to be delivered hereunder or under any other Credit Document; (iii) other than with respect to Equity Interests and other securities, no control agreements or perfection by “control” with respect to any Collateral shall be required (including control agreements related to deposit accounts and securities accounts); (iv) no landlord waivers, collateral access agreements, bailee waivers or other similar agreements with respect to the Security Documents, and Collateral shall be required hereunder or under any other Credit Document; (v) no Credit Party or any Subsidiary shall be required to comply with Section 9.15 in respect provide any notice or obtain the consent of such arrangements, provided that governmental authorities under the Federal Assignment of Claims Act (or state equivalent thereof); and (vi) no such Restricted Foreign Credit Party or any Subsidiary shall be required to enter into such arrangements any source code escrow arrangement or be obligated to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of Holdings, the Borrower or any of the Restricted Subsidiariesregister Intellectual Property.

Additional Guarantors and Grantors. (a) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause If (i) any direct or indirect additional Domestic Subsidiary (other than any Unrestricted Subsidiary) is formed or otherwise purchased or acquired after the date hereof Closing Date (including pursuant to a Permitted Acquisitionother than an Immaterial Subsidiary or an Excluded Subsidiary), (ii) any Immaterial Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial Subsidiary but continues to be a Domestic Subsidiary, (iii) any Unrestricted Excluded Subsidiary (other than an Immaterial Subsidiary) that is not a Domestic Subsidiary on the date hereof ceases to be an Excluded Subsidiary but subsequently becomes continues to be a Domestic Subsidiary Subsidiary, (other than any Unrestricted Subsidiary) and (iiiiv) any inactive Subsidiary listed on Schedule 1.1(ethat is not a Guarantor directly or indirectly guarantees, pledges any property or assets to secure, or otherwise becomes obligated under any Pari Passu Senior Secured Debt or Junior Secured Debt, or (v) any Subsidiary that is not at the time a Grantor acquires (unless x) any Pacific Routes, Pacific Route Slots, or Pacific Route Gate Leaseholds, or (y) any other properties or assets that are intended to constitute Collateral under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral) or any assets that would constitute “Collateral” under the Security Agreement if held by a Grantor (any such assets, “Applicable Assets”; and any such Subsidiary, a “Collateral-Acquiring Subsidiary”), the Borrower will promptly, and in any event within twenty (20) Business Days after such Subsidiary is designated formed or acquired, ceases to be an Unrestricted Immaterial Subsidiary in accordance with terms of this Agreement) which or an Excluded Subsidiary, becomes obligated under any Pari Passu Senior Secured Debt or Junior Secured Debt, or acquires any material such Collateral or other assets or is otherwise no longer deemed inactive, in each case to execute a supplement to each of the Guarantee and the Security Agreement, substantially in the form of Annex B or Annex 1, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement. (b) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrowerproperties, as the case may be, in respect each case at the Borrower's own expense, (A) cause such Subsidiary to become a party to the Guarantee contained in Section 9 hereof (to the extent such Subsidiary is not already a party thereto) and, in the case of a Collateral-Acquiring Subsidiary, each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien on such Subsidiary's Applicable Assets in favor of the capital stock and/or assets acquired pursuant Collateral Trustee for the benefit of the Secured Parties, by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit D as well as joinders to such Permitted Acquisition, all applicable Collateral Documents in a form and substance reasonably satisfactory to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements B) in the applicable jurisdictioncase of a Collateral-Acquiring Subsidiary, subject to preexisting Liens on such Subsidiary's assets and the terms thereof (to the extent the same are permitted under this Agreement), promptly execute and deliver to the Administrative Agent and the Collateral Trustee such documents and take such actions to create, grant, establish, preserve and perfect first-priority Liens (including to obtain any release or termination of Liens not permitted under Section 6.01 and the filing of Uniform Commercial Code financing statements) with the scope in favor of the guarantee Collateral Trustee for the benefit of the Secured Parties on such Subsidiary's Applicable Assets to secure the Obligations to the extent required under the applicable Collateral Documents or reasonably requested by the Administrative Agent, and collateral arrangements entered into to ensure that such Collateral shall be subject to no other Liens other than Liens permitted under Section 6.01 and, (C) in the case of a Collateral-Acquiring Subsidiary, deliver to the Administrative Agent, for the benefit of the Lenders, and the Collateral Trustee, for the benefit of the Secured Parties, a written opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) to such Subsidiary with respect to the matters described in clauses (A) and (B) hereof, in each case in form and substance reasonably satisfactory to the Administrative Agent. (b) If the Borrower or any Subsidiary desires or is required pursuant to the Guarantees and terms of this Agreement (including pursuant to Section 6.06) to add Additional Collateral after the Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary or of the entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of HoldingsClosing Date, the Borrower or such Subsidiary shall, in each case at the Borrower's own expense, (A) cause any such Subsidiary to become a party to the Guarantee contained in Section 9 hereof (to the extent such Subsidiary is not already a party thereto) and each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the Restricted SubsidiariesCollateral Trustee for the benefit of the Secured Parties applicable to such Additional Collateral, by executing and delivering to the Administrative Agent and the Collateral Trustee, as applicable, an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit D and/or joinders to all applicable Collateral Documents or pursuant to new Collateral Documents, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, (B) promptly execute and deliver to the Administrative Agent and the Collateral Trustee such documents and take such actions to create, grant, establish, preserve and perfect first-priority (subject to Permitted Collateral Liens) Liens (including to obtain any release or termination of Liens not permitted under Section 6.01 and the filing of Uniform Commercial Code financing statements) in favor of the Collateral Trustee for the benefit of the Secured Parties on such assets of the Borrower or such Subsidiary, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents or requested by the Administrative Agent, and to ensure that such Collateral shall be subject to no other Liens other than Liens permitted under Section 6.01 and (C) if requested by the Administrative Agent, deliver to the Administrative Agent, for the benefit of the Lenders, and the Collateral Trustee, for the benefit of the Secured Parties, a written opinion of counsel (which counsel may be in-house counsel and which shall be reasonably satisfactory to the Administrative Agent) to the Borrower or such Subsidiary, as applicable, with respect to the matters described in clauses (A) and (B) hereof, in form and substance reasonably satisfactory to the Administrative Agent.

Additional Guarantors and Grantors. (a) Except as provided set forth in Section 10.1(j) or (k10.1(A)(j), each of Holdings, the Borrower and the Canadian Borrower will cause (i) any each direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary and any Designated Target Subsidiary) formed or otherwise purchased or acquired after the date hereof Closing Date (including pursuant unless, with respect to any such Subsidiary acquired in or formed for the sole purpose of consummating a Permitted AcquisitionAcquisition that is subject to or formed for the sole purpose of entering one or more agreements governing Permitted Acquisition Debt, which agreements prohibit the granting of a guarantee by such Subsidiary as contemplated by this clause (i), in which case the guarantee otherwise required by this Section 9.11(i) with respect to such Subsidiary shall not be required until such prohibitions cease to be applicable), (ii) any each Subsidiary (other than any Unrestricted Subsidiary and any Designated Target Subsidiary) that is not a Domestic Material Subsidiary on the date hereof Closing Date but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Material Subsidiary) and , (iii) any each inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this AgreementAgreement or is a Designated Target Subsidiary) which acquires any material assets or is otherwise no longer deemed inactive, and (iv) each Subsidiary that becomes a Debtor under the Cases, in each case to execute a Joinder Agreement and a supplement to each of the Guarantee and the Security Agreement; provided, substantially in the form of Annex B or Annex 1however, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee and a grantor under the Security Agreement. (b) Except as provided in Section 10.1(j) or (k), each of Holdings, the Borrower and the Canadian Borrower will cause each Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition pursuant to Section 10.5(j) to enter into guarantee and security arrangements in relation to the Obligations of the Borrower and/or the Canadian Obligations of the Canadian Borrower, as the case may be, in respect of the capital stock and/or assets acquired pursuant to such Permitted Acquisition, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent (taking into account the scope of customary collateral arrangements in the applicable jurisdiction) with the scope of the guarantee and collateral arrangements entered into pursuant to the Guarantees and the Security Documents, and to comply with Section 9.15 in respect of such arrangements, provided that no such Restricted Foreign Subsidiary shall be required to enter into take such arrangements actions if, and to the extent that, based upon written advice of local counsel reasonably satisfactory to the Required Lenders, the Borrower and/or such Foreign Subsidiary concludes that the taking of such arrangements actions would either (i) be prohibited by violate the law laws of the jurisdiction of incorporation or formation of in which such Restricted Foreign Subsidiary or of the entity whose capital stock is acquired organized or (ii) have material the cost, burden, difficulty or consequence of taking such actions (taking into account any adverse tax consequences to the Borrower and its Affiliates (including the imposition of withholding or other material taxes)), outweighs the benefits to be obtained by the Lenders therefrom; provided further, that if steps (for any of Holdingsexample, limiting the amount guaranteed) can be taken so that such violation, cost, burden, difficulty or consequence would not exist, then, if requested by the Required Lenders, the Borrower or any respective Foreign Subsidiary shall enter into a modified Guarantee and/or modified Security Documents that provide, to the maximum extent permissible under applicable law, as many of the Restricted Subsidiariesbenefits as possible as are provided pursuant to the Guarantee and the Security Documents executed and delivered on the Closing Date and taking into account such cost, burden, difficulty or consequence.