Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.

Additional Guarantors. In Borrower shall notify Administrative Agent at the event time that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such documents, instruments, agreementsSubsidiary, and certificates as are reasonably (b) cause such Person to (i) become a Guarantor by executing and delivering to Administrative Agent a Guaranty (or a joinder to any existing Guaranty), (ii) execute and deliver all Security Documents requested by Collateral Administrative Agent in connection therewith, including pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (subject to such documents, instruments, agreements, and certificates exceptions as are similar to those described in Sections 3.1(bAdministrative Agent may permit), 3.1(j)subject, 3.1(k)with respect to Oil and Gas Properties, 3.1(m), the limitations set forth in clause (iii) below and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, take all such documents, instruments, agreements, and certificates as are reasonably requested actions required by Collateral Administrative Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, Administrative Agent for the benefit of Secured PartiesParties a perfected first priority Lien on such property, including the filing of UCC financing statements in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement jurisdictions as may be requested by Administrative Agent, (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicableiii) and/or party the applicable Collateral Documents. With with respect to each Oil and Gas Property owned by such Subsidiary, Company shall send execute, acknowledge and deliver a Mortgage or Mortgages required to comply with Section 4.1, (iv) deliver to Administrative Agent prior written notice setting forth title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall have received, together with respect the title information previously delivered to Administrative Agent, acceptable title information sufficient to meet the requirements of Section 7.14; and (v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person (i) the date on which such Person is intended in form, content and scope reasonably satisfactory to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agent.

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Subsidiary of the Parent, and promptly thereafter (and in any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiaryevent within 30 days), (a) cause such Subsidiary Person to (i) become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent documents of the types referred to in clauses Section 3.01(a)(viii), (ix) and (x) 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent and Collateral (iii) execute such other Security Documents as the Administrative Agent a Counterpart Agreement and/or or any other counterpart or joinder agreement required under Lender may reasonably request, in each case to secure the applicable Collateral Documents, Obligations and (b) take all cause the stockholder of such actions and Person to execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in Pledge Agreement pledging 100% of its interests in the Capital Stock Equity Interest of such Subsidiary under Person to secure the Obligations and such evidence of corporate authority to enter into and such legal opinions in relation to such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related appropriately executed stock powers or instruments of transfer executed in blank; provided that, as applicable) and/or party no new Subsidiary that is a controlled foreign corporation under Section 957 of the applicable Collateral Documents. With respect to each such Subsidiary, Company Code shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended be required to become a Guarantor or enter into any Security Documents if such Guaranty or the entering into of such Security Documents would reasonably be expected to result in any material incremental income tax liability and the Parent or any Subsidiary domiciled in the United States that is an equity holder of Company, and (ii) all a controlled foreign corporation under Section 957 of the data Code shall only be required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries pledge 65% of Company; provided, the Equity Interest of such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 controlled foreign corporation pursuant to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11applicable Pledge Agreement.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) The Company shall take all such actions action, and shall cause each of its Subsidiaries to take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any of its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, the Company shall, or shall cause such new Subsidiary to, within five (5) days after receipt of the Purchaser’s consent to such formation or acquisition, execute and deliver, deliver (or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or of): (a) a joinder agreement to the Intercompany Note Guaranty, in form and Subordination. In additionsubstance satisfactory to the Purchaser, pursuant to which such Credit Party shall deliverSubsidiary (and its Subsidiaries, or cause if any) would become a Guarantor, (b) such collateral security agreements, instrument and other documents, in form and substance reasonably satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien (subject only to the Liens of the Senior Lender) on all assets, properties and rights of such Subsidiary to deliversecure the payment and performance in full of all Guarantied Obligations, as applicable(c) if such Subsidiary has any Subsidiaries, all such documents, instruments, pledge agreements, and together with (i) certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% representing all of the Capital Stock of any Person owned by such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related ii) undated stock powers or instruments of transfer executed in blank, (d) such other agreements, instruments, approvals or other documents as applicablemay be requested by the Purchaser in order to create, perfect, establish, and maintain a valid, first priority, perfected security interest and Lien in favor of the Purchaser (subject only to the Liens of the Senior Lender) and/or party or to effect the applicable Collateral Documents. With respect intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the other Investment Documents to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of CompanyGuarantors are parties, and (iie) all opinions of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 counsel to the extent (I) no Default Company or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable Subsidiary as to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with matters as the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceededPurchaser may request. In addition, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing grant to the Administrative Agent one or more Purchaser a valid first priority, perfected security interest and Lien (subject only to the Liens of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 Senior Lender) in and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning to the Capital Stock of each such Foreign Subsidiary) any Subsidiary to comply with secure the requirements of this Section 5.10 and Section 5.11Guarantied Obligations.

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Restricted Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsBorrower, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one 15 days), cause (1a) Business Dayssuch Person to (i) notify the Administrative Agent of such occurrence become a Guarantor by executing and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing delivering to the Administrative Agent one a counterpart of the Guaranty or more a joinder thereto in the form attached as Exhibit F, and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent, 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 (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (b) (i) cause all of the Equity Interest of such Foreign Subsidiaries that shall no longer Person to be excluded pledged to the Administrative Agent to secure the Obligations by executing and delivering the Pledge and Security Agreement or a joinder thereto in the form attached as Exhibit G, (ii) pursuant to the Pledge and Security Agreement, deliver or cause the applicable Restricted Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the requirements Pledge and Security Agreement with respect to all such Equity Interests of this Section 5.10 any such Restricted Subsidiary, (iii) take or cause the applicable Restricted Subsidiary to take such other actions, all as may be necessary to provide the Administrative Agent with a first priority perfected pledge or and Section 5.11 until the Credit Parties are security interest in compliance with the Excluded Foreign Subsidiary Threshold such Equity Interests in such Restricted Subsidiary, and (Biv) cause each deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon the request of the Administrative Agent, favorable opinions of counsel to such Foreign Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and any Credit Party owning enforceability of the Capital Stock of each such Foreign Subsidiary) documentation referred to comply with in clause (b)(i)), all in form, content and scope reasonably satisfactory to the requirements of this Section 5.10 and Section 5.11Administrative Agent.

Additional Guarantors. In Notify the event Administrative Agent (xi) atof the time that any Person becomes a Subsidiary acreation or acquisition of any Credit PartyDomestic Subsidiary, or (yii) in the case of Glyphics Media Inc., a New York corporation, at the time such Credit Party shallSubsidiary first has more than $20,000,000 in assets, concurrently with and in either case (xi) or (yii) promptly thereafter (and in any event within thirty (30) days), cause such Person becoming a Subsidiary, to (aaA) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent a duly executed Joinder Agreement, and (b or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a security interest in all Collateral owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Collateral Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Collateral Document, (C) deliver to the Administrative Agent such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent,, instruments, and agreements, including a favorable opinionsopinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Joinder Agreement), allin each case, in form, content and scope reasonably satisfactory to the Administrative Agent and Collateral take such other actions as may be reasonably requested by the Administrative Agent, (D) deliver to the Administrative Agent a Counterpart Agreement and/or any such original capital stock or other counterpart certificates and stock or joinder agreement required under other transfer powers evidencing the applicable Collateral Documentscapital stock of such Person, and (bE) take all deliver to the Administrative Agent such actions and execute and deliver, or cause updated Schedules to be executed and delivered, all such documents, instruments, agreements, and certificates the Loan Documents as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a SubsidiaryPerson. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of Borrower shall be under no obligation under this Section 5.10 6.12 in respect of (i) Imation Data Storage LLC, a Delaware corporation, provided and Section 5.11 to the extent so long as such Person holds no material assets other than a 1% direct or indirect equity interest in Imation Data Storage Holdings CV, or (I) no Default or Event ii)6.13 in respect of Default has occurred Imation Online Service Corp., a New York corporation, provided and is continuing or would result from so long as such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) Person does not have assets in the aggregate exceed 5% excess of Consolidated Adjusted EBITDA $100,000, and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall conducts no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11business activities.

Additional Guarantors. In (a) Prior to the event Investment Grade Release, notify the Administrative Agent at the time that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a the REIT or no longer qualifies as an Excluded Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) 30 days (or such long longer period that as the Administrative Agent shall agree agree), cause such Subsidiary (unless such Subsidiary is an Excluded Subsidiary) to in its sole discretion(i) of such occurrence (A) designate in writing become a Guarantor by executing and delivering to the Administrative Agent one a joinder agreement in substantially the form attached hereto as Exhibit H or more of such Foreign Subsidiaries that other document as the Administrative Agent shall no longer be excluded deem appropriate for such purpose, (ii) if requested by the requirements Administrative Agent, (x) deliver to the Administrative Agent documents of this the types referred to in Section 5.10 4.01(a)(iii), (iv) and Section 5.11 until (vi) with respect to such Subsidiary and (y) favorable opinions of counsel to such Person (which shall cover, among other things, the Credit Parties are legality, validity, binding effect and enforceability of the documentation referred to in compliance clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent, (iii) provide the Administrative Agent with the Excluded Foreign U.S. taxpayer identification for such Subsidiary Threshold and (Biv) cause each such Foreign Subsidiary (provide the Administrative Agent with all documentation and other information that the Administrative Agent, or any Credit Party owning Lender through the Capital Stock of each such Foreign Subsidiary) Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements Act, and the results of this Section 5.10 and Section 5.11any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lender.

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documentsmaterial Domestic Subsidiary, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one 90 days), cause such Person to (1i) Business Days) notify become a Guarantor by executing and delivering to the Administrative Agent a counterpart of such occurrence and shall, within ten (10) days (the Guaranty or such long period that other document as the Administrative Agent shall agree to in its sole discretiondeem appropriate for such purpose and (ii) of such occurrence (A) designate in writing deliver to the Administrative Agent one documents of the types referred to in clauses (3) and (4) 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent or more (b) a first-tier material Foreign Subsidiary, and promptly thereafter (and in any event within 90 days) cause (w) 65% of the Equity Interests of such Foreign Subsidiaries that shall no longer Subsidiary to be excluded by pledged to the requirements Administrative Agent, for the ratable benefit of this Section 5.10 and Section 5.11 until the Credit Parties are Lenders, to secure the Obligations, (x) the applicable Loan Party to execute a pledge agreement in compliance with form reasonably satisfactory to the Excluded Foreign Subsidiary Threshold Administrative Agent pledging such Equity Interests to the Administrative Agent, (y) deliver to the Administrative Agent documents of the types referred to in clauses (3) and (B4) cause each of Section 4.01(a) and favorable opinions of counsel to such Loan Party and to such Foreign Subsidiary (which shall cover, among other things, the legality, validity, binding effect and any Credit Party owning enforceability of the Capital Stock of each documentation referred to in clauses (x) and (y)), all in form, content and scope reasonably satisfactory to the Administrative Agent and (z) execute, deliver and file all documents reasonably requested by the Administrative Agent to perfect and protect the lien on such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Equity Interests.

Additional Guarantors. In Promptly upon (i) the event that formation by the Borrowers of any Person becomes which is a Subsidiary Material Entity, (ii) any Person in which the Borrowers own any equity interest becoming a Material Entity or (iii) the acquisition by the Borrowers of any Credit PartyPerson which constitutes a Material Entity after giving effect to such acquisition, such Credit Party shallin each case after the Closing Date, concurrently with Borrowers shall indicate whether such Person becoming is a SubsidiaryRevolver Guarantor or a Casden Guarantor, (a) and Borrowers shall cause such Subsidiary Person (so long as such Person is not prohibited from doing so by law or contractual obligations) to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering deliver to Administrative Agent and Collateral Agent for the ratable benefit of the Lenders a Counterpart Agreement and/or any other counterpart guaranty of the Obligations in the form attached hereto as Exhibit H-1 or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliverH-2, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for . Concurrently with the benefit of Secured Parties, in 100% of the Capital Stock delivery of such Subsidiary under the Pledge and Security Agreement (includingguaranty, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company Borrowers shall send deliver to Administrative Agent prior written notice setting forth with respect to such Person the same documents and other instruments required to be delivered pursuant to clauses (iiii) and (iv) of Section 4.01(a) and an opinion of counsel, in form and substance satisfactory to Administrative Agent. All such agreements, documents and other instruments required to be delivered to Administrative Agent pursuant to this Section 6.16(c) shall be delivered collectively at the date on same time a Compliance Certificate is delivered to Administrative Agent pursuant to Section 6.02(b). Additionally, Borrowers shall cause such additional Subsidiaries of the Borrowers and/or such other Persons in which such Person is intended the Borrowers own any equity interest to become a Subsidiary of Company, and (ii) all of the data required Guarantor pursuant to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to 6.16(c) so that at all times the extent Guarantors (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions together with the Credit Parties) does REIT, AIMCO/Bethesda and NHP Management), collectively, represent not in the aggregate exceed 5less than 75% of Consolidated Adjusted Total Corporate EBITDA and 5% of consolidated total assets during any period (for the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11immediately preceding fiscal quarter.

Additional Guarantors. In If, following any transaction permitted under this Agreement, the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100Consolidated Adjusted EBITDA constitutes less than 70% of the Capital Stock Group Adjusted EBITDA as of such Subsidiary under the Pledge date of the most recent financial statements delivered pursuant to Section 6.01 and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect giving pro forma effect to such Person (i) transaction, Borrower Agent shall notify the date on which such Person is intended to become a Subsidiary of CompanyAdministrative Agent, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within 30 days), cause, in its sole discretion, one or more Qualifying Subsidiaries to (1a) Business Days) notify become a Guarantor by executing and delivering to the Administrative Agent a counterpart of such occurrence and shall, within ten (10) days (the Guaranty or such long period that other document as the Administrative Agent shall agree deem appropriate for such purpose, such that after giving pro forma effect to in its sole discretioneach joinder of a Guarantor pursuant to this subsection (a), the Consolidated Adjusted EBITDA constitutes at least 70% of the Group Adjusted EBITDA, and (b) of such occurrence (A) designate in writing deliver to the Administrative Agent one or more documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Foreign Subsidiaries that Qualifying Subsidiary (which shall no longer cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each designation of an additional Guarantor pursuant to this Section 6.12 shall be excluded accompanied by a designation by the requirements Board of Directors of Holdings making such Guarantor a Restricted Subsidiary for all purposes of this Section 5.10 and Section 5.11 until the Agreement. Xxxxx Xxxxxx Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.Agreement

Additional Guarantors. In By the event date that any is not later than the seventh (7th) Business Day after the date of this Amendment, Borrower shall deliver, or shall cause each of the Acquired Specialized Entities and Tenco Industries, Inc., a Delaware corporation (“Tenco”) to deliver: (a) A Guaranty Agreement executed by each of the Acquired Specialized Entities and Tenco; (b) An Officer’s Certificate of each of the Acquired Specialized Entities and Tenco certifying as to (a) the incumbency of the officers of each such Person authorized to execute Loan Documents on behalf such Person, (b) the formation documents of such Person, and (c) resolutions of the managers or other governing body of such Person authorizing the execution and delivery of each of the Loan Documents executed by such Person; (c) Certificates of existence and good standing for each of the Acquired Specialized Entities and Tenco, in each case certified by the Secretary of State of the State of formation of each such Person; and (d) Such other items and documents as Administrative Agent shall reasonably request in connection with the addition of the Acquired Specialized Entities and Tenco as Guarantors. 10. Lenders and Commitments. Ninth Amendment 29 (a) Amegy Bank National Association (“New Lender”) wishes to join the Credit Agreement as a “Lender” thereunder. New Lender hereby (i) agrees to become a “Lender” under the Credit Agreement and (ii) joins in, becomes a Subsidiary party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement, to the same extent as if New Lender were an original signatory thereto. New Lender (A) represents and warrants that (1) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (2) it meets all requirements of a Lender under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (3) it has received a copy of the Credit Agreement, together with copies of the most-recent financial statements delivered pursuant to the terms thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (4) if it is a Foreign Lender, has delivered all documentation required to be delivered by it pursuant to the terms of the Credit PartyAgreement, duly completed and executed by New Lender; and (B) agrees that it will (1) independently and without reliance on Administrative Agent or any other Lender, and based on such Credit Party shalldocuments and information as it shall deem appropriate at the time, concurrently continue to make its own credit decisions in taking or not taking action under the Loan Documents and (2) perform in accordance with such Person becoming their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a SubsidiaryLender. Upon the effective date of this Amendment, (a) cause such Subsidiary each Lender which holds Loans in an aggregate amount less than its Pro Rata Share (after giving effect to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party this Amendment) of all Loans shall advance new Loans which shall be disbursed to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documentsused to repay Loans outstanding to each Lender which holds Loans in an aggregate amount greater than its Pro Rata Share of all Loans, (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to equal its Pro Rata Share (after giving effect to this Amendment), and (bc) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice other adjustments shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that made as the Administrative Agent shall agree specify so that each Lender’s Loans equals its Pro Rata Share (after giving effect to in its sole discretionthis Amendment) of such occurrence the Loans of all of the Lenders. (Ab) designate in writing Each of Administrative Agent, Borrower, and each Lender party hereto acknowledges and agrees that, after giving effect to the joinder of the New Lender, and the effectiveness of this Amendment, the Revolving Credit Commitments of the Lenders under the Credit Agreement shall be as set forth in Exhibit R attached hereto. 11. SMC Guaranty Release. Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded and each Lender hereby releases, remises, and forever discharges, and by these presents does release and forever discharge, SMC from its obligations under the requirements of this Section 5.10 and Section 5.11 until Guaranty executed by SMC in connection with the Credit Parties are in compliance with Agreement (the Excluded Foreign Subsidiary Threshold “SMC Guaranty”). Borrower and (B) cause each such Foreign Subsidiary (Guarantor acknowledge and any Credit Party owning agree that no Guaranty other than the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11SMC Guaranty is released. 12.

Additional Guarantors. In Cause each Wholly-Owned Subsidiary which has not previously executed and delivered to the Administrative Agent a Guaranty and other related Collateral Documents to execute and deliver to the Administrative Agent for the benefit of the Secured Parties promptly, and in any event that any Person becomes a Subsidiary of any Credit Party, within 10 Business Days following such Credit Party shall, concurrently with such Person Subsidiary’s becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliverGuaranty and, as applicable, all such documentsCollateral Documents, instrumentstogether with a resolution of its board of directors or other similar governing body authorizing such Guaranty and Collateral Documents; provided, agreements, and certificates as are reasonably requested by Collateral Agent in order that such Person shall not be required to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth Mortgage with respect to any Real Property to the extent the fair market value of the Real Estate of such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiarydoes not exceed $25,000,000. Notwithstanding anything to the foregoingcontrary and for the avoidance of doubt, the Credit Parties may, at their option, exclude (a) any Foreign Subsidiaries from Subsidiary designated as an Unrestricted Subsidiary pursuant to Section 6.14 hereto shall not be subject to the requirements of this Section 5.10 6.13, (b) no Subsidiary acquired after the Closing Date shall be required to furnish any such Guaranties or 106 Collateral Documents if such Subsidiary is a Foreign Subsidiary or any Subsidiary that owns 65% or more of the stock of a CFC so long as such entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and Section 5.11 de minimis assets, if and to the extent (I) no Default that such actions would create or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner Deemed Dividend Problem, (c) any Subsidiary that eliminates all intercompany transactions with the Credit Parties) does is subject to any contractual or legal restrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree be subject to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until 6.13, or (d) any assets if, in the Credit Parties are reasonable judgment of the Administrative Agent evidenced in compliance writing, determined in consultation with the Excluded Foreign Subsidiary Threshold and (B) cause each Borrowers, the burden, cost or consequences of creating or perfecting such Foreign Subsidiary (and any Credit Party owning pledges or security interests in such assets is excessive in relation to the Capital Stock of each such Foreign Subsidiary) benefits to comply with be obtained therefrom by the Secured Parties under the Loan Documents shall not be subject to the requirements of this Section 5.10 and Section 5.116.13.

Additional Guarantors. In Solely at all times during the event that SAG Period, the Loan Parties shall, within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic Subsidiary of any Credit Party(other than an Excluded Subsidiary), such Credit Party shall, concurrently with cause such Person becoming a Subsidiary, to: (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, Guarantor Joinder Agreement; and (b) take all deliver to the Administrative Agent such actions Organizational Documents, resolutions and execute and delivercustomary opinions of counsel relating to such Guarantor substantially consistent with those delivered with respect to the Guarantors on the Effectiveness Date or otherwise reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document: (i) if, or cause to be executed and deliveredat any time, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those any Subsidiary (other than an Excluded Subsidiary described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery clauses (b) or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% (e) of the Capital Stock definition thereof) provides a guaranty with respect to any Material Indebtedness of such any Loan Party or any Domestic Subsidiary under the Pledge and Security Agreement (other than any FSHCO) (including, as applicablewithout limitation, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect any Material Indebtedness incurred pursuant to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoingSection 8.02(b)(vi), the Credit Parties may, at their option, exclude any Foreign Subsidiaries from 2021 / 2023 / 2028 Notes and the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”2026 Notes); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten thirty (1030) days (or such long period that later date as the Administrative Agent shall may agree to in its sole discretion) of the provision of such occurrence guaranty, cause such Person to (A) designate in writing become a Guarantor by executing and delivering to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold a Guarantor Joinder Agreement, and (B) cause each deliver to the Administrative Agent such Foreign applicable documents of the type referred to in clause (b) above; and (ii) notwithstanding anything to the contrary herein or in any other Loan Document, any Subsidiary (and any Credit Party owning that is or becomes a Guarantor shall remain a Guarantor at all times during the Capital Stock of each such Foreign Subsidiary) to comply SAG Period, unless released in accordance with the requirements terms of this Agreement in the circumstances described in Section 5.10 and Section 5.1110.10(a).

Additional Guarantors. In At least 10 days prior (to the extent practicable, but in any event that concurrently with any notice provided under a Working Capital Facility or Alternate Senior Credit Facility) to any Person becomes becoming a Domestic Subsidiary of any Credit a Loan Party, notify the Agent in writing of such Credit Party shallevent, concurrently with and, within 30 days of such Person becoming a SubsidiaryDomestic Subsidiary (and in any event concurrently with any such action under a Working Capital Facility or Alternate Senior Credit Facility), cause such Person to (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral the Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under with respect to this Agreement and the applicable Collateral DocumentsSecurity and Pledge Agreement, and/or such other documents as the Agent shall reasonably deem appropriate for such purpose, and (b) take all such actions deliver to the Agent documents of the types referred to in Section 4.01(c) and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(bclause (iii) of Section 4.01(a), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates well as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor favorable opinions of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect counsel to such Person (i) which shall cover, among other things, the date on which legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all of the foregoing in form, content and scope reasonably satisfactory to the Agent; provided that such Person is intended Domestic Subsidiary shall not be required to become a Subsidiary Guarantor to the extent that (x) any such action (or the Lien or guarantee resulting therefrom) would be prohibited by applicable Law or would result in material adverse tax consequences to the Loan Parties and its Subsidiaries or (y) the Agent and the Loan Parties reasonably determine that the cost of Company, and (ii) all taking such action are excessive in relation to the value of the data required to be set forth in Schedules 4.1 and 4.2 security afforded thereby, contemporaneously with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon any such Person becoming a Domestic Subsidiary. Notwithstanding the foregoing, the in each case so long as such Domestic Subsidiary is also not be required to become a Guarantor under a Working Capital Facility or Alternate Senior Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Facility.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents As contemplated by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% Section 4.19 of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, thatIndenture, if at any time after the Excluded Foreign date of the Indenture the Company shall form or acquire any new Subsidiary Threshold is exceededthat shall constitute a Material Subsidiary, or if after the date of the Indenture any existing Subsidiary not a Material Subsidiary shall become a Material Subsidiary, the Company shall promptly will within three Business Days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B to the Indenture, and thereby to become a "Guarantor" under the Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New York and in any event within one applicable foreign jurisdictions as to (1x) Business Days) notify the Administrative Agent valid existence of such occurrence Guarantor, (y) the due authorization, execution and shallenforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, within ten (10) days (instruments of further assurance and amendments or supplements thereto, and delivering such long period that the Administrative Agent shall agree to in its sole discretionadditional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) of the Indenture), in order that such occurrence (A) designate new or existing Subsidiary shall grant Liens on all Property owned by it then existing or thereafter arising that are included in writing to the Administrative Agent one or more definition of "Collateral" in Section 3 hereof. Global Security Agreement ------------------------- Accordingly, upon the execution and delivery of any such Foreign Subsidiaries that Guarantee Supplement by any such Subsidiary, such Subsidiary shall no longer be excluded by automatically and immediately, and without any further action on the requirements part of any Person, become a "Guarantor" and a "Credit Party" for all purposes of this Agreement, and Annexes 1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner specified in such Guarantee Supplement. In addition, upon execution and delivery of any such Guarantee Supplement, the new Guarantor makes the representations and warranties set forth in Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.112 hereof.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with within twenty (20) days (or such longer period consented to by Administrative Agent in writing in its sole discretion) of such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(l) and 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination; provided that the Collateral Agent shall not require or request any mortgages, deeds of trust or similar Collateral Documents in connection with any Leasehold Property. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice within twenty (20) days of such Person becoming a Subsidiary of Company setting forth with respect to such Person (i) the date on which such Person is intended to become became a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit PartiesParties and without giving effect to any exclusion of Consolidated Net Income or Consolidated Adjusted EBITDA attributable to such Foreign Subsidiaries from the definitions of Consolidated Net Income and Consolidated Adjusted EBITDA, respectively) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.

Additional Guarantors. In With respect to (i) any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of the event Borrower after the Third Amendment Effective Date, and/or (ii) any Subsidiary of the Borrower that any ceases to be an Excluded Subsidiary after the Third Amendment Effective Date, on or prior to such time that such Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a (other than an Excluded Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause ceases to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliveran Excluded Subsidiary, as applicable, all unless the Exemption Conditions exist at such documentstime with respect to such Person, instruments, agreements, (w) cause such Person to execute a joinder agreement to the Guaranty Agreement in form and certificates as are substance reasonably requested by Collateral Agent in order satisfactory to grant and to perfect a First Priority Lien in favor of Collateral the Administrative Agent, for (x) deliver to the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth (A) the items referenced in Section 4.01(a)(iii), (iv) and (viii) with respect to such Person and (iB) if reasonably requested by the date on Administrative Agent, a favorable opinion of counsel (which counsel shall be ‑64‑ reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Person and the Loan Documents to which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify party as the Administrative Agent of may reasonably request, (y) provide the Administrative Agent with the U.S. taxpayer identification for such occurrence and shall, within ten (10) days Person (or the equivalent thereof, in the event such long period Person is not organized under the laws of the United States, any State thereof or the District of Columbia) and (z) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent shall agree to or such Lender requests in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements Act, and the results of this Section 5.10 and Section 5.11any such “know your customer” or similar investigation conducted by Administrative Agent or any Lender shall be satisfactory to Administrative Agent or such Lender in all respects.

Additional Guarantors. In the As soon as practicable and in any event that within 30 days after any Person becomes a Domestic Subsidiary of any Credit Partythe Borrower, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Credit Party shall, concurrently with such Person becoming a Subsidiary, Domestic Subsidiary and shall (ai) cause such Domestic Subsidiary to become execute a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsJoinder Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the issued and outstanding Capital Stock of such Subsidiary under Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement delivered on the Closing Date and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed otherwise in blank, as applicable) and/or party form acceptable to the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of CompanyAgent, and (ii) all of cause such Domestic Subsidiary to (A) if such Domestic Subsidiary has any Eligible Real Property which is deemed material by the data required Administrative Agent or the Required Lenders, deliver to be set forth in Schedules 4.1 and 4.2 the Administrative Agent, with respect to all Subsidiaries of Company; providedeach such Eligible Real Property, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Daysa fully executed and notarized Mortgage, (2) notify copies of recent ALTA surveys of each such Mortgaged Property by registered engineers or land surveyors (including the Administrative Agent location of special flood hazard areas), (3) standard ALTA mortgagee policies insuring the priority of the Mortgage (4) appraisals of such occurrence Mortgaged Property and shall(5) copies of environmental reports and other environmental documentation, within ten (10) days (or if any, relating to such long period that the Administrative Agent shall agree to Mortgaged Property, all in its sole discretion) of such occurrence (A) designate in writing form, content and scope reasonably satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each deliver such Foreign other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Domestic Subsidiary, favorable opinions of counsel to such Domestic Subsidiary (which shall cover, among other things, the legality, validity, binding effect and any Credit Party owning enforceability of the Capital Stock documentation referred to above and the perfection of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Administrative Agent's liens thereunder).

Additional Guarantors. In If any Group Company shall form or acquire any new Domestic Subsidiary, the Borrower will cause such new Domestic Subsidiary (or its direct or indirect parent), as soon as practicable and in any event that any Person becomes (i) within 15 days after such formation or acquisition, provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a Subsidiary description of any Credit Party, all of the material assets of such Credit Party shall, concurrently with such Person becoming a new Domestic Subsidiary, (aii) cause within 30 days after such formation or acquisition, to execute an Accession Agreement pursuant to which such new Domestic Subsidiary to shall become a Guarantor hereunder and a Grantor “Guarantor” under the Pledge and applicable Guaranty, an “Obligor” under the Security Agreement and the Pledge Agreement and/or party to the an obligor under such other applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (biii) take all within 60 days after such actions and formation or acquisition, (A) to duly execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder deliver to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Administrative Agent, for the benefit of Secured Parties(1) with respect to all Material Real Properties and Material Leased Properties, in 100% of each case located in the Capital Stock of such Subsidiary under the Pledge and Security Agreement (includingUnited States, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth a Mortgage with respect to such Person properties (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 except for leasehold properties with respect to all Subsidiaries which landlord consent for such Mortgage cannot be obtained after commercially reasonable efforts by the applicable Subsidiary to do so or as are otherwise approved by the Administrative Agent) and (2) other security and pledge agreements, and other instruments, and take such actions involving the perfection of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding Liens (including the foregoingrecording of the Mortgages, the Credit Parties mayfiling of Uniform Commercial Code financing statements, at their optionthe giving of notices and the endorsement of notices on title documents), exclude any Foreign Subsidiaries from in each case of the requirements of this type and form specified in Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion 4.01 and (IIB) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree cause to in its sole discretion) of such occurrence (A) designate in writing be delivered to the Administrative Agent one or more favorable opinions of such Foreign Subsidiaries that legal counsel (which shall no longer be excluded by cover, among other things, the requirements legality, validity, binding effect and enforceability of this Section 5.10 the foregoing collateral security documentation, and Section 5.11 until the Credit Parties are in compliance with perfection of the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11security interests created thereunder).

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Domestic Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming that constitutes a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsConsolidated Entity, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one thirty (130) Business Daysdays), except as specifically provided below, cause such Person to (a) notify become a Guarantor by executing and delivering to the Administrative Agent of a Joinder Agreement and such occurrence and shall, within ten (10) days (or such long period that other document as the Administrative Agent shall agree to in its sole discretionreasonably deem appropriate for such purpose, and (b) of such occurrence (A) designate in writing deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) 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 (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that (i) a Consolidated Entity shall not be required to execute a Joinder Agreement and become a Guarantor hereunder if (A) such Consolidated Entity is inactive, has aggregate assets with a book value of less than $5,000,000 and has no operations or (B) such Consolidated Entity is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person (ii) notwithstanding the foregoing, one or more Consolidated Entities designated by the Borrower that would otherwise be exempt from the requirements set forth in item (A) of such Foreign Subsidiaries subclause (i) above shall, nonetheless, be required to execute a Joinder Agreement and become a Guarantor pursuant to the provisions of this Section 6.12 so that the aggregate value of assets held by Consolidated Entities that are not required to execute Joinder Agreements pursuant to the terms of subclause (i)(A) above shall not exceed 10% of the total value of the Unencumbered Properties (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement) and (iii) to the extent a Consolidated Entity that was previously exempted from execution of a Joinder Agreement pursuant to subclause (i) above no longer be excluded by satisfies the criteria for exemption set forth therein, such Consolidated Entity shall promptly fulfill the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold clauses (a) and (Bb) cause each above. It is understood and agreed that as of the Closing Date and pursuant to clause (i) above, CP Venture Three LLC shall not be required to be a Guarantor hereunder; provided, however, that if, after the Closing Date, such Foreign Subsidiary (and entity is no longer prohibited under the terms of its Organization Documents or the terms of any Credit Party owning the Capital Stock Indebtedness from providing Guarantees of each Indebtedness of any other Person, such Foreign Subsidiary) to comply with entity shall promptly fulfill the requirements of this Section 5.10 clauses (a) and Section 5.11(b) above.

Additional Guarantors. In the event that Promptly after any Person becomes a Material Domestic Subsidiary of the Borrower (and in any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiaryevent within 30 days thereafter), (a) cause such Subsidiary Person to (i) become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent a counterpart of this Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) deliver to the Administrative Agent documents of the types referred to in clauses Section 3.01(a)(vii), (viii), (ix) and (x) and 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 (i)), all in form and substance reasonably satisfactory to the Administrative Agent and Collateral (iii) execute such other Security Documents as the Administrative Agent a Counterpart Agreement and/or or any other counterpart or joinder agreement required under Lender may reasonably request, in each case to secure the applicable Collateral Documents, Obligations and (b) take all cause the stockholder of such actions and Person to execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in Pledge Agreement pledging (i) 100% of its interests in the Capital Stock Equity Interest of such Subsidiary under Person to secure the Obligations and such evidence of corporate authority to enter into and such legal opinions in relation to such Pledge Agreement as the Administrative Agent may reasonably request, along with, if such Person has previously issued share certificates, share certificates pledged thereby and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related appropriately executed stock powers or instruments of transfer executed in blank, as applicable) and/or party ; provided that no new Material Domestic Subsidiary that is restricted by an existing contractual arrangement in existence at the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to time such Person (i) the date on which such Person is intended becomes a Material Domestic Subsidiary and was not created or incurred in anticipation thereof, shall be required to become a Subsidiary of Company, and (ii) all of Guarantor or enter into any Security Document if such guaranty or the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent entering into of such occurrence and shall, within ten (10) days (or Security Documents would violate such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11existing contractual arrangements.

Additional Guarantors. In the event that With respect to any Person becomes a newly created or acquired Subsidiary of the Borrower or any existing Subsidiary of the Borrower, if such Subsidiary has 5% or more of the consolidated total assets or contributes 5% or more of the consolidated operating profits of the Borrower and its consolidated Subsidiaries, or if such Subsidiary would be required to be a guarantor of the Senior Subordinated Notes pursuant to the Senior Subordinated Notes Indenture, the Credit Party, such Credit Party shall, concurrently Parties will provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the material assets of such Person becoming a Subsidiary, and shall (a) cause any such Person that is a Domestic Subsidiary to execute and deliver to the Agent a Joinder Agreement in substantially the form of Exhibit L, causing such Subsidiary to become a Guarantor hereunder party to (i) the Guaranty, as a joint and several "Guarantor", (ii) the Security Agreement, as an "Obligor" granting a Grantor under first priority Lien on its personal property, subject to Permitted Liens, (iii) the Contribution Agreement, as a "Contributing Party" and (iv) as appropriate, the Pledge Agreement, as a "Pledgor", causing all of its Capital Stock (or, in the case of any Foreign Subsidiary, and Security Agreement and/or party without waiving the requirement for the prior consent of the Required Lenders for the formation or acquisition thereof, sixty-five percent (65%) of its Capital Stock) to be delivered to the applicable Collateral Documents by executing Agent (together with undated stock powers signed in blank and delivering pledged to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsAgent), and (b) take all deliver such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates other documentation as are the Agent may reasonably requested by Collateral Agent request in connection therewithwith the foregoing, including such documentsincluding, instrumentswithout limitation, agreementsappropriate UCC-1 financing statements, certified resolutions and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), other organizational and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock authorizing documents of such Subsidiary under Person and favorable opinions of counsel (which may be in the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicableBorrower's legal department) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) which shall cover, among other things, the date on which such Person is intended to become a Subsidiary of Companylegality, validity, binding effect and (ii) all enforceability of the data required documentation referred to be set forth above), all in Schedules 4.1 form, content and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 scope reasonably satisfactory to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agent.

Additional Guarantors. In If the event Borrower or any of its Restricted Subsidiaries (1) acquires or creates any wholly-owned domestic Subsidiary (other than an Unrestricted Subsidiary), (2) acquires or creates a Restricted Subsidiary after the Effective Date and, for purposes of this clause (2), that Subsidiary (i) guarantees any Person becomes a Subsidiary Indebtedness of the Borrower or any Guarantor under any Credit PartyFacility or (ii) is a Domestic Subsidiary and becomes an obligor with respect to any Indebtedness under any Credit Facility, then, in the case of either of the foregoing clauses (1) or (2), within 10 Business Days after the date that Subsidiary was acquired or created or on which it became obligated with respect to such Credit Party shall, concurrently with such Person becoming a Subsidiary, Indebtedness the Borrower: (a) will cause such that Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to this Agreement and Guarantee the applicable Collateral Documents Obligations by executing and delivering to the Administrative Agent and Collateral Agent a Counterpart Agreement and/or in the form of Exhibit C, (b) following the Discharge of Priority Lien Obligations, will deliver to the Collateral Trustee stock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates or other instruments, or, if any other counterpart Equity Interests pledged pursuant to such Security Instrument are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent in accordance with the Uniform Commercial Code, (c) will deliver to the Collateral Trustee all agreements, deeds of trust, mortgages, documents and instruments, including Uniform Commercial Code Financing Statements (Form UCC-1), required by law or joinder agreement reasonably requested by the Administrative Agent to be executed, filed, registered or recorded to create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under the applicable Collateral DocumentsSecurity Instrument), (d) will deliver to the Administrative Agent Uniform Commercial Code searches, all dated reasonably close to the date of the Joinder Agreement and in form and substance satisfactory to the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that any Liens indicated in such Uniform Commercial Code searches are Liens permitted pursuant to Section 6.07 or have been released, (be) take all will deliver to the Administrative Agent the corporate resolutions or similar approval documents of such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and Restricted Subsidiary approving the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of Joinder Agreement and the performance by such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Restricted Subsidiary of Companythe Security Instruments, the Guaranty and any other Loan Document to which it is a party and (iif) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing will deliver to the Administrative Agent one a legal opinion reasonably acceptable to the Administrative Agent, opining favorably on the execution, delivery and enforceability of the Loan Documents to which such Restricted Subsidiary is a party, and the grant and perfection of the security interest or more trust lien purported to be made or effected by any such Loan Document and otherwise being in form and substance reasonably satisfactory to the Administrative Agent and its counsel. For the avoidance of such Foreign Subsidiaries doubt, the Borrower shall cause any Subsidiary which Guarantees obligations under any Priority Lien Document to contemporaneously become a Guarantor hereunder. Each Credit Party expressly agrees that its obligations arising hereunder shall no longer not be excluded affected or diminished by the requirements addition or release of this Section 5.10 and Section 5.11 until the any other Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and Party hereunder. This Agreement shall be fully effective as to any Credit Party owning the Capital Stock that is or becomes a party hereto regardless of each such Foreign Subsidiary) whether any other Person becomes or fails to comply with the requirements of this Section 5.10 and Section 5.11become or ceases to be a Credit Party hereunder.

Additional Guarantors. In Within thirty (30) days of the event end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that any Person becomes constitutes a Subsidiary of any Credit PartyConsolidated Entity during the calendar quarter that was just ended, such Credit Party shall, concurrently with such Person becoming a Subsidiary, to (ai) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement and Collateral Agent a Counterpart Agreement and/or any such other counterpart or joinder agreement required under document as the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to shall reasonably deem appropriate for such Person (i) the date on which such Person is intended to become a Subsidiary of Companypurpose, and (ii) all deliver to the Administrative Agent documents of the data types referred to in clauses (iii) and (iv) 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 (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that (A) a Consolidated Entity shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such Consolidated Entity (1) owns no Unencumbered Properties which are included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) and (2) either (I) is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or (II) is not wholly-owned by the Borrower, or (III) is directly or indirectly wholly-owned by the Borrower and has aggregate assets with a book value of less than $25,000,000, (B) in the event during any calendar quarter during the term of this Agreement, the Borrower or any Consolidated Entity creates or acquires a Domestic Subsidiary that has an asset value that exceeds five percent (5%) of the total value of Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b), the Borrower shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to clauses (i) and (ii) above within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and (C) to the extent a Consolidated Entity that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause (A) above no longer satisfies the criteria for exemption set forth therein and is required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provideda Guarantor hereunder, such written notice shall be deemed to supplement Schedule 4.1 Consolidated Entity shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of clauses (i) and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary(ii) above. Notwithstanding the foregoing, the Credit Parties mayBorrower may nominate any Consolidated Entity to become a Guarantor of the Obligations, at their option, exclude any Foreign Subsidiaries from and each such entity’s inclusion as a Guarantor of the requirements of Obligations shall be subject to the terms and conditions otherwise set forth in this Section 5.10 and Section 5.11 to 6.12. Notwithstanding the extent (Iterms of clause 6.12(a)(ii) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); providedabove, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree have the right, in the exercise of its reasonable discretion, to in its sole discretionwaive the requirement that the Borrower provide an opinion of counsel with respect to a Consolidated Entity becoming a Guarantor hereunder for any Consolidated Entity that has aggregate assets of less than $25,000,000 and that does not represent more than two percent (2%) of such occurrence (A) designate in writing to the Administrative Agent one or more total value of such Foreign Subsidiaries that all Unencumbered Properties. Notwithstanding the foregoing, the Borrower shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (Consolidated Entity that provides a Guarantee of the obligations under the Existing Credit Agreement to execute a Guarantor Joinder Agreement and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of become a Guarantor under this Section 5.10 and Section 5.11Agreement.

Additional Guarantors. In the event that (i) any Person (other than any Subsidiary of the Parent Borrower existing on the Closing Date) becomes a wholly-owned (directly or indirectly) Material Domestic Subsidiary after the Closing Date pursuant to an acquisition (whether of stock or assets), merger, or as a result of the creation of such Person and the subsequent transfer to such Person of any property or assets or (ii) any Subsidiary of the Parent Borrower becomes obligated as a guarantor under, or delivers any guaranty of, any of the Private Placement Notes, then in each case under clause (i) or (ii), the Parent Borrower shall, within thirty (30) days after the end of the Fiscal Quarter in which such Person becomes a Material Domestic Subsidiary or such Subsidiary delivers a guaranty of any Credit Partysuch Private Placement Notes, such Credit Party shall, concurrently with cause such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder by execution and delivery of a Grantor under Guarantor Joinder Agreement and by delivery of such other documentation as the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are Lender may reasonably requested by Collateral Agent request in connection therewith, including such documentsincluding, instrumentswithout limitation, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock certified resolutions of such Subsidiary under the Pledge Person, certified organizational and Security Agreement (includingauthorizing documents of such Person, as applicable, original certificates evidencing such Capital Stock and related powers or instruments favorable opinions of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect counsel to such Person (iwhich shall cover, among other things, the legality, validity, binding effect and enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the date on which type required to be delivered pursuant to Section 5.1.2, all in form, content and scope reasonably satisfactory to the Lender; provided, however, that no such Person is intended which becomes a Material Domestic Subsidiary pursuant to any such acquisition or merger shall be required to become a Subsidiary Guarantor if the incurrence of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon obligation would violate any material agreement binding on such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify existence on the Administrative Agent date of such occurrence and shall, within ten (10) days (acquisition or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11merger.

Additional Guarantors. In Notwithstanding the event that any Person becomes a Subsidiary provisions of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and paragraph (b) take all such actions and execute and deliverabove, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shallany Non-Guarantor Subsidiary becoming a guarantor under any Indebtedness incurred by any Loan Party pursuant to Section 6.01(n), within (o) or (p) that is in a principal amount in excess of $20,000,000, or any refinancings, renewals or extensions thereof, at least ten (10) days Business Days prior to such Non-Guarantor Subsidiary becoming a guarantor thereunder and, prior to or substantially concurrently with such Non-Guarantor Subsidiary becoming a guarantor thereunder, cause such Non-Guarantor Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Collateral Agreement or such long period that other document as the Administrative Agent shall agree reasonably request for such purpose, (ii) grant a security interest in all properties and assets (subject to the exceptions for specific items or categories of assets specified in its sole discretionthe Guaranty and Collateral Agreement or herein and excluding, for the avoidance of doubt, any Excluded Collateral) of such occurrence (A) designate in writing Subsidiary by delivering to the Administrative Agent one a duly executed supplement to each applicable Security Document or more of such Foreign Subsidiaries that other document as the Administrative Agent shall no longer be excluded by the requirements of this Section 5.10 reasonably request for such purpose and Section 5.11 until the Credit Parties are in compliance comply with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock terms of each such Foreign SubsidiarySecurity Document, (iii) deliver to comply the Administrative Agent such documents and certificates with respect to Collateral referred to in Section 4.02 as may be reasonably requested by the requirements Administrative Agent, (iv) deliver to the Administrative Agent such original Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent reasonably in advance of the relevant deadline, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, this Section 5.10 5.14(c) shall apply to Immaterial Subsidiaries and Foreign Subsidiaries which become guarantors under any Indebtedness incurred by the Borrower pursuant to Section 5.116.01(n), (o) or (p) that is in a principal amount in excess of $20,000,000 or any refinancings, renewals or extensions thereof.

Additional Guarantors. In With respect to (i) any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of the event Borrower after the Restatement Effective Date, and/or (ii) any Subsidiary of the Borrower that any ceases to be an Excluded Subsidiary after the Restatement Effective Date, on or prior to such time that such Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a (other than an Excluded Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause ceases to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliveran Excluded Subsidiary, as applicable, all unless the Exemption Condition exists at such documentstime with respect to such Person, instruments, agreements, (w) cause such Person to execute a joinder agreement to the Guaranty Agreement in form and certificates as are substance reasonably requested by Collateral Agent in order satisfactory to grant and to perfect a First Priority Lien in favor of Collateral the Administrative Agent, for (x) deliver to the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth (A) the items referenced in Section 4.01(a)(iii), (iv) and (viii) with respect to such Person and (iB) if reasonably requested by the date on Administrative Agent, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Person and the Loan Documents to which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify party as the Administrative Agent of may reasonably request, (y) provide the Administrative Agent with the U.S. taxpayer identification for such occurrence and shall, within ten (10) days Person (or the equivalent thereof, in the event such long period Person is not organized under the laws of the United States, any State thereof or the District of Columbia) and (z) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent shall agree to or such Lender requests in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements Act, and the results of this Section 5.10 and Section 5.11any such “know your customer” or similar investigation conducted by Administrative Agent or any Lender shall be satisfactory to Administrative Agent or such Lender in all respects.

Additional Guarantors. In the As soon as practicable and in any event that within thirty (30) days after any Person becomes a Subsidiary of any Credit Partythe Borrower following the Closing Date, the Borrower shall (a) provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the ownership of such Credit Party shallPerson, concurrently with (b) if such Person becoming is a Domestic Subsidiary, (ai) cause such Subsidiary Person to become execute and deliver to the Administrative Agent a Guarantor hereunder Joinder Agreement, (ii) cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, which documentation may include, without limitation, certified resolutions and a Grantor other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above) and other items of the types required to be delivered pursuant to Sections 5.1(d) and 5.1(g), all in form, content and scope reasonably satisfactory to the Administrative Agent, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the capital stock of such Person, together with undated stock transfer powers executed in blank, to secure the obligations of the Credit Parties under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Credit Documents, and (bc) take all if such actions Person is a direct Foreign Subsidiary of a Credit Party, (i) deliver stock certificates and execute related pledge agreements or pledge joinder agreements evidencing the pledge of 66% (or such greater percentage which would not result in material adverse tax consequences) of the issued and deliver, or cause outstanding capital stock entitled to be executed vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of such Subsidiary Person to secure the obligations of the Credit Parties under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Credit Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon cause such Person becoming a Subsidiary. Notwithstanding to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, the Credit Parties maywhich documentation may include, at their optionwithout limitation, exclude any Foreign Subsidiaries from the requirements certified resolutions and other organizational and authorizing documents of this Section 5.10 such Person, and Section 5.11 to the extent (I) no Default or Event favorable opinions of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable counsel to such Foreign Subsidiaries Person (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); providedwhich shall cover, that, if at any time the Excluded Foreign Subsidiary Threshold is exceededamong other things, the Company shall promptly (legality, validity, binding effect and in any event within one (1) Business Days) notify enforceability of the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree documentation referred to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11above).

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such If, from time to time, any Person qualifies as a Subsidiary to become a Guarantor hereunder and a Grantor under Guarantor, the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party Borrower shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which if such Person is intended to become a Domestic Subsidiary of Companya Loan Party, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon cause such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one fifteen (115) Business Daysdays from the date any such Person meets the requirements for becoming a Guarantor as set forth in this Section 6.12) notify become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent 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 this clause (a)). (b) Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such occurrence and shallGuarantor as a Guarantor hereunder in accordance with the following: (i) the Borrower shall deliver to the Administrative Agent, within not less than ten (10) days and not more than forty-five (or such long period that the Administrative Agent shall agree to in its sole discretion45) of such occurrence (A) designate in writing days prior to the Administrative Agent one anticipated or more intended release of such Foreign Subsidiaries that shall no longer be excluded by a Subsidiary Guarantor hereunder, a written request for release of the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign applicable Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.Guarantor; and

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) The Company shall take all such actions action, and shall cause each of its Subsidiaries to take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any of its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, the Company shall, or shall cause such new Subsidiary to, within five (5) days after receipt of the Purchaser's consent to such formation or acquisition, execute and deliver, deliver (or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or of): (a) a joinder agreement to the Intercompany Note Guaranty, in form and Subordination. In additionsubstance satisfactory to the Purchaser, pursuant to which such Credit Party shall deliverSubsidiary (and its Subsidiaries, or cause if any) would become a Guarantor, (b) such collateral security agreements, instrument and other documents, in form and substance reasonably satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien (subject only to the Liens of the Senior Lender) on all assets, properties and rights of such Subsidiary to deliversecure the payment and performance in full of all Guarantied Obligations, as applicable(c) if such Subsidiary has any Subsidiaries, all such documents, instruments, pledge agreements, and together with (i) certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% representing all of the Capital Stock of any Person owned by such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related ii) undated stock powers or instruments of transfer executed in blank, (d) such other agreements, instruments, approvals or other documents as applicablemay be requested by the Purchaser in order to create, perfect, establish, and maintain a valid, first priority, perfected security interest and Lien in favor of the Purchaser (subject only to the Liens of the Senior Lender) and/or party or to effect the applicable Collateral Documents. With respect intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the other Investment Documents to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of CompanyGuarantors are parties, and (iie) all opinions of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 counsel to the extent (I) no Default Company or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable Subsidiary as to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with matters as the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceededPurchaser may request. In addition, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing grant to the Administrative Agent one or more Purchaser a valid first priority, perfected security interest and Lien (subject only to the Liens of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 Senior Lender) in and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning to the Capital Stock of each such Foreign Subsidiary) any Subsidiary to comply with secure the requirements of this Section 5.10 and Section 5.11Guarantied Obligations.

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Restricted Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsBorrower, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one 30 days), cause (1a) Business Dayssuch Person to (i) notify the Administrative Agent of such occurrence become a Guarantor by executing and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing delivering to the Administrative Agent one a counterpart of the Subsidiary Guaranty or more a joinder thereto in the form attached as Exhibit F, and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent, 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 (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (b) (i) cause all of the Equity Interest of such Foreign Subsidiaries that shall no longer Person to be excluded pledged to the Administrative Agent to secure the Obligations by executing and delivering the Pledge and Security Agreement or a joinder thereto in the form attached as Exhibit G, (ii) pursuant to the Pledge and Security Agreement, deliver or cause the applicable Restricted Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the requirements Pledge and Security Agreement with respect to all such Equity Interests of this Section 5.10 any such Restricted Subsidiary, (iii) take or cause the applicable Restricted Subsidiary to take such other actions, all as may be necessary to provide the Administrative Agent with a first priority perfected pledge or and Section 5.11 until the Credit Parties are security interest in compliance with the Excluded Foreign Subsidiary Threshold such Equity Interests in such Restricted Subsidiary, and (Biv) cause each deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon the request of the Administrative Agent, favorable opinions of counsel to such Foreign Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and any Credit Party owning enforceability of the Capital Stock of each such Foreign Subsidiary) documentation referred to comply with in clause (b)(i)), all in form, content and scope reasonably satisfactory to the requirements of this Section 5.10 and Section 5.11Administrative Agent.

Additional Guarantors. In the event that With respect to any Person that is or becomes a Wholly-Owned Subsidiary of any Credit Party, such Credit a Loan Party shall, concurrently with after the Closing Date (to the extent such Person becoming a Subsidiary, (a) cause is not at such Subsidiary time required to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (bBorrower in accordance with Section 6.12(c) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(bbelow), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one 10 days after such Person becomes a Wholly-Owned Subsidiary) (1i) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing deliver to the Administrative Agent one or more the certificates, if any, representing all of the Equity Interests of such Foreign Subsidiaries that shall no longer be excluded Wholly-Owned Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (ii) cause such new Wholly-Owned Subsidiary to execute a joinder agreement to the Guaranty and to the Pledge and Security Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent, (iii) deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv), (v) and (vi) with respect to such new Wholly-Owned Subsidiary¸ (iv) provide the Administrative Agent with the U.S. taxpayer identification for such Wholly-Owned Subsidiary (or the equivalent thereof, in the event such Wholly-Owned Subsidiary is not organized under the laws of the United States, any State thereof or the District of Columbia) and (v) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the requirements of this Section 5.10 Pledge and Section 5.11 until the Credit Parties are Security Agreement to be duly perfected in compliance accordance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11all applicable Laws.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents As contemplated by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% Section 4.19 of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, thatIndenture, if at any time after the Excluded Foreign date of the Indenture the Company shall form or acquire any new Subsidiary Threshold is exceededthat shall constitute a Material Subsidiary, or if after the date of the Indenture any existing Subsidiary not a Material Subsidiary shall become a Material Subsidiary, the Company shall promptly will within three Business Days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B to the Indenture, and thereby to become a "Guarantor" under the Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New York and in any event within one applicable foreign jurisdictions as to (1x) Business Days) notify the Administrative Agent valid existence of such occurrence Guarantor, (y) the due authorization, execution and shallenforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, within ten (10) days (instruments of further assurance and amendments or supplements thereto, and delivering such long period that the Administrative Agent shall agree to in its sole discretionadditional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) of the Indenture), in order that such occurrence (A) designate new or existing Subsidiary shall grant Liens on all Property owned by it then existing or thereafter arising that are included in writing to the Administrative Agent one or more definition of "Collateral" in Section 3 hereof. Global Security Agreement Accordingly, upon the execution and delivery of any such Foreign Subsidiaries that Guarantee Supplement by any such Subsidiary, such Subsidiary shall no longer be excluded by automatically and immediately, and without any further action on the requirements part of any Person, become a "Guarantor" and a "Credit Party" for all purposes of this Agreement, and Annexes 1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner specified in such Guarantee Supplement. In addition, upon execution and delivery of any such Guarantee Supplement, the new Guarantor makes the representations and warranties set forth in Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.112 hereof.

Additional Guarantors. In With respect to (i) any Person (other than the event Borrower) that is or becomes a Subsidiary (other than an Excluded Subsidiary) of the Operating Partnership after the Original Closing Date, and/or (ii) any Subsidiary of the Operating Partnership that ceases to be an Excluded Subsidiary after the Original Closing Date, on or prior to such time that such Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a (other than an Excluded Subsidiary) or ceases to be an Excluded Subsidiary, as applicable, (ax) deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and (y) (1) cause such Subsidiary to become execute a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party joinder agreement to the applicable Collateral Documents by executing Guaranty in form and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are substance reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder satisfactory to the Intercompany Note and Subordination. In additionAdministrative Agent, such Credit Party shall deliver, or (2) cause such Subsidiary to deliverexecute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, together with (A) certificates or instruments representing any Certificated Securities (as applicabledefined in the Pledge Agreement) owned by such Subsidiary accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) evidence that all such documents, instruments, agreements, and certificates as are proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent reasonably requested by Collateral Agent may deem necessary or desirable in order to grant and to perfect a First Priority Lien in favor of the Liens created under the Pledge Agreement covering the Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under and (C) completed requests for information listing all effective financing statements filed in the Pledge and Security Agreement jurisdictions referred to in the immediately preceding clause (includingB) above that name such Subsidiary as debtor, as applicabletogether with copies of such financing statements, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable(3) and/or party deliver to the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth (A) the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to such Subsidiary, (B) a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Subsidiary and the Loan Documents to which such Subsidiary is a party as the Administrative Agent may reasonably request and (C) a certificate executed by a Responsible Officer of such Subsidiary attaching copies of the operating agreements, partnership agreements or other applicable organizational documents of each Person (iother than a Loan Party) whose Equity Interests are owned by such Subsidiary and included in the date on Collateral, which such Person is intended to become a Subsidiary of Company, and organizational documents shall (iix) all in the reasonable opinion of the data required Administrative Agent, permit the Administrative Agent to be set forth in Schedules 4.1 realize on such Collateral upon the occurrence and 4.2 with respect to all Subsidiaries during the continuance of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or an Event of Default has occurred and is continuing or would result from such exclusion and (IIy) otherwise be in form and substance reasonably satisfactory to the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries Administrative Agent¸ (measured in a manner that eliminates all intercompany transactions with the Credit Parties4) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify provide the Administrative Agent of with the U.S. taxpayer identification for such occurrence and shall, within ten (10) days Subsidiary (or the equivalent thereof, in the event such long period Subsidiary is not organized under the laws of the United State, any State thereof or the District of Columbia), (5) deliver to the Administrative Agent a Perfection Certificate Supplement, (6) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (7) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” 97 or similar investigation conducted by the Administrative Agent or any Lender shall agree to in its sole discretion) of such occurrence (A) designate in writing be satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are Lender in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11all respects.

Additional Guarantors. In (a) Either (x) concurrently with the event delivery of all items required to be delivered under the definition of Eligible Property with respect to a Property that any Person becomes the Borrower wishes to designate as an Unencumbered Asset that is owned or leased by a Subsidiary of a Loan Party or (y) within thirty (30) days after the formation or acquisition of any Credit Partynew direct or indirect Subsidiary of a Loan Party that directly or indirectly owns or leases an Unencumbered Asset, cause each such Credit Party shall, concurrently with such Person becoming a Subsidiary, cause each direct and indirect parent of such Subsidiary (if it has not already done so), and cause each Subsidiary that is a direct or indirect owner of such Property to (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent and Collateral a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documentsshall deem appropriate for such purpose, and (b) take all deliver to the Administrative Agent documents of the types referred to in clauses (vii) and (viii) of Section 5.01(a) and, at the Administrative Agent’s request, favorable opinions of counsel to such actions Person (which shall cover, among other things, the legality, validity, binding effect and execute and deliver, or cause enforceability of the documentation referred to be executed and deliveredin clause (a)), all such documentsin form, instruments, agreements, content and certificates as are scope reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder satisfactory to the Intercompany Note and SubordinationAdministrative Agent. In additionFurther, such Credit Party the Borrower shall delivercause each Subsidiary that is a direct or indirect owner of a SunChamp Property to, within the time periods specified in clause (x) or cause such Subsidiary to deliver(y) above, as applicable, all such documents(i) if wholly owned (directly or indirectly) by the Parent, instruments, agreements, become a Pledgor by executing and certificates as are reasonably requested by Collateral delivering to the Administrative Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% counterpart of the Capital Stock of such Subsidiary under the Joinder to Pledge Agreement and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth comply with all requirements thereunder with respect to any SunChamp Equity Interests owned by such Person (i) the date on which such Person is intended to become a Subsidiary of CompanyPledgor, and (ii) deliver to the Administrative Agent, certificated interests representing all of the data required to be set forth SunChamp Equity Interest Collateral pledged in Schedules 4.1 accordance with the preceding subclause and 4.2 stock powers or membership interest powers with respect to thereto executed in blank, all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 in form and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing substance reasonably acceptable to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agent.

Additional Guarantors. In Notify Agent at the event time that any Person becomes a Subsidiary of Subsidiary, and promptly thereafter (and in any Credit Partyevent within 30 days), such Credit Party shall, concurrently with execute and deliver or cause such Person becoming a Subsidiaryto execute and deliver, as applicable, (a) cause unless such Subsidiary is a CFC or a Subsidiary of a CFC, a Guaranty pursuant to become which such Person guarantees the Obligations of the Borrowers, in a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party form reasonable acceptable to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsAgent, and (b) take a pledge agreement pursuant to which all of the Equity Interests of such actions Subsidiary are pledged as Collateral for the Obligations and (c) such other related stock certificates, stock powers, financing statements, opinions of counsel and other documents as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent; provided, however, that if a Borrower acquires or forms a Subsidiary that is a CFC, such Borrower shall execute and deliver, deliver or cause to be executed and delivereddelivered (a) a pledge of sixty-five percent (65%) of the Equity Interests of such CFC, or in the event of any change in, or the adoption, effectiveness, reinterpretation or phase in of any law or regulation of any Governmental Authority that results in such Borrower not being required under Section 956(a)(1) of the Code to include in its gross income for United States federal income tax purposes any portion of the earnings of such CFC as a result of such Borrower’s pledge of at least sixty six and two thirds percent (66-2/3%) of the Equity Interests of such CFC, a pledge of the amount of such stock of such CFC that will not under the laws then in effect result in any such income inclusion under the Code and (b) such other related stock certificates (for stock pledged under this Section 6.13), stock powers, financing statements, opinions of counsel and other documents as the Agent may reasonably request, all such documents, instruments, agreements, in form and certificates as are substance reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder satisfactory to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.

Additional Guarantors. In the event that At such time as any Person Domestic Subsidiary --------------------- (whether now existing or hereinafter acquired) of a Guarantor becomes a Subsidiary of any Credit PartyParty under the Xxxxxxxx'x Credit Agreement, such Credit Party shall, concurrently Guarantor shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person becoming a Subsidiary, Domestic Subsidiary and shall (ai)(a) cause such Domestic Subsidiary to become execute a Guarantor hereunder and a Grantor under Joinder Agreement in substantially the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documentssame form as Schedule 1, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the issued and ---------- outstanding Capital Stock of such Subsidiary under Person to be pledged in support of the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed Guaranteed Obligations pursuant to an appropriate pledge agreement(s) in blank, as applicable) and/or party form acceptable to the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect and (c) cause such Domestic Subsidiary to such Person (ipledge its accounts and inventory in support of the Guaranteed Obligations pursuant to an appropriate security agreement(s) in form acceptable to the date on which such Person is intended to become a Subsidiary of CompanyAdministrative Agent, and (ii) all of deliver such other documentation as the data required to be set forth Administrative Agent may reasonably request in Schedules 4.1 and 4.2 connection with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties mayincluding, at their optionwithout limitation, exclude any Foreign Subsidiaries from the requirements appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event such Domestic Subsidiary, favorable opinions of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable counsel to such Foreign Subsidiaries Domestic Subsidiary (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); providedwhich shall cover, that, if at any time the Excluded Foreign Subsidiary Threshold is exceededamong other things, the Company shall promptly (legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the liens granted thereunder), all in any event within one (1) Business Days) notify the Administrative Agent of such occurrence form, content and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing scope reasonably satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agent.

Additional Guarantors. In the event that any The Company shall cause each Person which becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor borrower, guarantor or other obligor under the Pledge and Security Bank Credit Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or or any other counterpart Material Debt Document, or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and a Designated Subsidiary in accordance with Section 24 of this Agreement, as the case may be, concurrently therewith, (x) to duly execute and deliver, or cause deliver to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or each holder of a Note an appropriate joinder to the Intercompany Note Multiparty Guaranty, whereupon such Person thereupon will become a “Credit Party” for all purposes under this Agreement and Subordination. In additionthe other Transaction Documents, (y) to duly execute and deliver (and, in the case of a Designated Subsidiary, cause its direct parent to duly pledge its equity interests, whereupon such Credit Party direct person thereupon will become an “MDA Pledgor” for all purposes under this Agreement and the other Transaction Documents) to the Collateral Agent (with copies provided to each holder of a Note) such Collateral Documents (or appropriate joinders thereto) as the Collateral Agent, at the direction of the Requisite Secured Parties (as defined in the Intercreditor Agreement), shall deliverreasonably require in order for such Designated Subsidiary (or its direct parent, or cause such Subsidiary in the case of the pledge of a Designated Subsidiary’s equity interests) to deliver, as applicable, all such documents, instruments, agreementsgrant a security interest in, and certificates as are reasonably requested by Collateral Agent in order grant, assign, mortgage and charge to grant and to perfect a First Priority Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, a first (subject only to Permitted Liens that are senior by operation of law), fixed and specific mortgage and charge or other Lien in 100% and on substantially all of the Capital Stock assets of such Designated Subsidiary under the Pledge and Security Agreement (includingor its equity interests, as applicable), original certificates evidencing such Capital Stock subject to the exceptions and related powers or instruments exclusions set forth in Section 8.7 of transfer executed the 2012 Credit Agreement as of the date hereof, in blankorder to secure the Secured Obligations (as defined in the Intercreditor Agreement), as applicable) and/or party well as a joinder agreement to the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of CompanyIntercreditor Agreement, and (iiz) all deliver to each holder of a Note such certificates, corporate or similar documents and opinions in connection therewith as the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Required Holders may require.

Additional Guarantors. In (a) Prior to the event Investment Grade Release, notify the Administrative Agent at the time that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a the REIT or no longer qualifies as an Excluded Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) 30 days (or such long longer period that as the Administrative Agent shall agree agree), cause such Subsidiary (unless such Subsidiary is an Excluded Subsidiary) to in its sole discretion(i) of such occurrence (A) designate in writing become a Guarantor by executing and delivering to the Administrative Agent one a joinder agreement in substantially the form attached hereto as Exhibit H or more of such Foreign Subsidiaries that other document as the Administrative Agent shall no longer be excluded deem appropriate for such purpose, (ii) if requested by the requirements Administrative Agent, (x) deliver to the Administrative Agent documents of this the types referred to in Section 5.10 4.01(a)(iii), (iv) and Section 5.11 until (vi) with respect to such Subsidiary and (y) customary opinions of counsel to such Person (which shall cover, among other things, the Credit Parties are legality, validity, binding effect and enforceability of the documentation referred to in compliance clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent, (iii) provide the Administrative Agent with the Excluded Foreign U.S. taxpayer identification for such Subsidiary Threshold and (Biv) cause each such Foreign Subsidiary (provide the Administrative Agent with all documentation and other information that the Administrative Agent, or any Credit Party owning Lender through the Capital Stock of each such Foreign Subsidiary) Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements Act, and the results of this Section 5.10 and Section 5.11any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lender.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: Guarantors. If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Person shall have become (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, then the Borrower shall, (i) within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to become enter into a Guarantor hereunder Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a Grantor under the Pledge joinder agreement to such Guaranty in form and Security Agreement and/or party substance reasonably satisfactory to the applicable Collateral Documents by executing Administrative Agent, and delivering (ii) on or prior to Administrative Agent and Collateral Agent a Counterpart Agreement and/or the date any other counterpart Guaranty or joinder agreement to a Guaranty has been delivered pursuant to clause (i) above,(2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know- your-customer” and anti-money laundering rules and regulations, including the applicable Collateral Documents, USA Patriot Act.PATRIOT Act and (b3) take all (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such actions Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and execute Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and deliverother than Excluded Collateral), or cause (y) deliver to be executed and delivered, all the Administrative Agent such documents, instruments, joinder agreements, amendments and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder supplements to the Intercompany Note and Subordination. In addition, relevant Security Documents or such Credit Party other documents as the Administrative Agent shall deliver, deem necessary or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order advisable to grant and to perfect a First Priority Lien in favor of Collateral the Administrative Agent, for the benefit of the Secured Parties, in 100% of a Lien on the Capital Stock of Collateral owned by such Material Domestic Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicableother than Excluded Collateral) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (iiz) take all of the data required actions necessary to cause such Lien to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 duly perfected to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded required by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are Security Documents in compliance accordance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11all applicable laws.

Additional Guarantors. In Within forty-five days (or such later date as the event that Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic Subsidiary of any Credit Party(other than an Excluded Subsidiary) or a Domestic Subsidiary ceases to be an Excluded Subsidiary, such Credit Party shall, concurrently with cause such Person becoming a Subsidiary, to (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent and Collateral a Joinder Agreement or such other documents as the Administrative Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documentsshall deem appropriate for such purpose, and (b) take all upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such actions Organization Documents, resolutions and execute favorable opinions of counsel, and deliver, or cause such other documents of the types referred to be executed in Sections 5.01(a)(iii) and delivered5.01(a)(iv), all such documentsin form, instruments, agreements, content and certificates as are scope reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder satisfactory to the Intercompany Note and SubordinationAdministrative Agent. In additionNotwithstanding anything to the contrary herein, such Credit Party the initial determination of whether the Target or any of its Subsidiaries constitutes an Excluded Subsidiary shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth be made with respect to such Person (ithe financial statements delivered pursuant to Section 7.01(b) for the date on which such Person is intended to become a Subsidiary of Companyfiscal quarter ending July 31, 2013, and (ii) all each of the data required to be set forth Target and its Subsidiaries that constitutes, in Schedules 4.1 and 4.2 each case, a Domestic Subsidiary (other than an Excluded Subsidiary) shall comply with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements first sentence of this Section 5.10 and Section 5.11 on or prior to the extent (I) no Default or Event of Default has occurred and date that is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) forty-five days (or such long period that later date as the Administrative Agent shall may agree to in its sole discretion) after the delivery of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary financial statements (and until such date neither the Target nor any Credit Party owning the Capital Stock of each such Foreign Subsidiary) its Subsidiaries shall be required to comply with the requirements of this Section 5.10 and Section 5.11become a Guarantor hereunder).

Additional Guarantors. In Cause each Wholly-Owned Subsidiary which has not previously executed and delivered to the Administrative Agent a Guaranty and other related Collateral Documents to execute and deliver to the Administrative Agent for the benefit of the Secured Parties promptly, and in any event that any Person becomes a Subsidiary of any Credit Party, within 10 Business Days following such Credit Party shall, concurrently with such Person Subsidiary’s becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliverGuaranty and, as applicable, all such documentsCollateral Documents, instrumentstogether with a resolution of its board of directors or other similar governing body authorizing such Guaranty and Collateral Documents; provided, agreements, and certificates as are reasonably requested by Collateral Agent in order that such Person shall not be required to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth Mortgage with respect to any Real Property to the extent the fair market value of the Real Estate of such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiarydoes not exceed $25,000,000. Notwithstanding anything to the foregoingcontrary and for the avoidance of doubt, the Credit Parties may, at their option, exclude (a) any Foreign Subsidiaries from Subsidiary designated as an Unrestricted Subsidiary pursuant to Section 6.14 hereto shall not be subject to the requirements of this Section 5.10 6.13, (b) no Subsidiary acquired after the Closing Date shall be required to furnish any such Guaranties or Collateral Documents if such Subsidiary is a Foreign Subsidiary or any Subsidiary that owns 65% or more of the stock of a CFC so long as such entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and Section 5.11 de minimis assets, if and to the extent (I) no Default that such actions would create or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner Deemed Dividend Problem, (c) any Subsidiary that eliminates all intercompany transactions with the Credit Parties) does is subject to any contractual or legal restrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree be subject to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until 6.13, or (d) any assets if, in the Credit Parties are reasonable judgment of the Administrative Agent evidenced in compliance writing, determined in consultation with the Excluded Foreign Subsidiary Threshold and (B) cause each Borrowers, the burden, cost or consequences of creating or perfecting such Foreign Subsidiary (and any Credit Party owning pledges or security interests in such assets is excessive in relation to the Capital Stock of each such Foreign Subsidiary) benefits to comply with be obtained therefrom by the Secured Parties under the Loan Documents shall not be subject to the requirements of this Section 5.10 and Section 5.116.13.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents As contemplated by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% Section 4.19 of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, thatIndenture, if at any time after the Excluded Foreign date of the Indenture the Company shall form or acquire any new Subsidiary Threshold is exceededthat shall constitute a Material Subsidiary, or if after the date of the Indenture any existing Subsidiary not a Material Subsidiary shall become a Material Subsidiary, the Company shall promptly will within three Business Days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B to the Indenture, and thereby to become a "Guarantor" under the Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New York and in any event within one applicable foreign jurisdictions as to (1x) Business Days) notify the Administrative Agent valid existence of such occurrence Guarantor, (y) the due authorization, execution and shallenforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, within ten (10) days (instruments of further assurance and amendments or supplements thereto, and delivering such long period that the Administrative Agent shall agree to in its sole discretionadditional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) of the Indenture), in order that such occurrence (A) designate new or existing Subsidiary shall grant Liens on all Property owned by it then existing or thereafter arising that are included in writing to the Administrative Agent one or more definition of "Collateral" in Section 1.01 hereof. Accordingly, upon the execution and delivery of any such Foreign Subsidiaries that Guarantee Supplement by any such Subsidiary, such new Subsidiary shall no longer be excluded by automatically and immediately, and without any further action on the requirements part of any Person, become a "Guarantor" and a "Credit Party" for all purposes of this Agreement, and Annexes 1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Supplement, the new Guarantor makes the representations and warranties set forth in Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.2. Security Agreement

Additional Guarantors. In With respect to (i) any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of the event Borrower after the Closing Date, and/or (ii) any Subsidiary of the Borrower that any ceases to be an Excluded Subsidiary after the Closing Date, on or prior to such time that such Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a (other than an Excluded Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause ceases to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliveran Excluded Subsidiary, as applicable, all unless the Exemption Conditions exist at such documentstime with respect to such Person, instruments, agreements, (w) cause such Person to execute a joinder agreement to the Guaranty Agreement in form and certificates as are substance reasonably requested by Collateral Agent in order satisfactory to grant and to perfect a First Priority Lien in favor of Collateral the Administrative Agent, for (x) deliver to the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth (A) the items referenced in Section 4.01(a)(iv), (v) and (viii) with respect to such Person and (iB) if reasonably requested by the date on Administrative Agent, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as such matters concerning such Person and the Loan Documents to which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify party as the Administrative Agent of may reasonably request, (y) provide the Administrative Agent with the U.S. taxpayer identification for such occurrence and shall, within ten (10) days Person (or the equivalent thereof, in the event such long period Person is not organized under the laws of the United States, any State thereof or the District of Columbia) and (z) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent shall agree to or such Lender requests in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements Act, and the results of this Section 5.10 and Section 5.11any such “know your customer” or similar investigation conducted by Administrative Agent or any Lender shall be satisfactory to Administrative Agent or such Lender in all respects.

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Subsidiary of Subsidiary, and promptly thereafter (and in any Credit Partyevent within 15 days), cause such Credit Party shallPerson, concurrently with unless such Person becoming a Subsidiaryis an Inactive Subsidiary or an Excluded Subsidiary and Borrower notifies the Administrative Agent of such fact, to (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent and Collateral a counterpart of the Guaranty or such other document as the Administrative Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, shall deem appropriate for such purpose and (b) take all deliver to the Administrative Agent documents of the types referred to in clauses (v) and (vi) of Section 4.01(a) and, if requested by the Administrative Agent, favorable opinions of counsel to such actions Person (which shall cover, among other things, the legality, validity, binding effect and execute and deliver, or cause enforceability of the documentation referred to be executed and deliveredin clause (a)), all such documentsin form, instruments, agreements, content and certificates as are scope reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder satisfactory to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Administrative Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiaryany Inactive Subsidiaries, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one 15 days) after such Person ceases to be an Inactive Subsidiary, cause such Person to (1a) Business Days) notify become a Guarantor by executing and delivering to the Administrative Agent a counterpart of such occurrence and shall, within ten (10) days (the Guaranty or such long period that other document as the Administrative Agent shall agree to in its sole discretiondeem appropriate for such purpose and (b) of such occurrence (A) designate in writing deliver to the Administrative Agent one or more documents of such Foreign Subsidiaries that shall no longer be excluded the types referred to in clauses (v) and (vi) of Section 4.01(a) and, if requested by the requirements Administrative Agent, favorable opinions of this Section 5.10 counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and Section 5.11 until enforceability of the Credit Parties are documentation referred to in compliance with clause (a)), all in form, content and scope reasonably satisfactory to the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.Administrative Agent

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Subsidiary of any Credit Partythe Borrower, such Credit another Loan Party shallor DC Hotel Trust (other than, concurrently with such Person becoming in each case, a Non-Guarantor Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one (1) Business Days) notify 30 days or such longer period as the Administrative Agent may agree in writing), (i) cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of such occurrence and shallthis Agreement, within ten (10) days (a Joinder Agreement or such long period that other document as the Administrative Agent shall agree to in its sole discretiondeem appropriate for such purpose, and (b) of such occurrence (A) designate in writing deliver to the Administrative Agent one documents of the types referred to in clauses (iii), (v) and (vi) of Section 4.01(a), together with 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 this clause (i)), and (ii) if required by Section 6.13(a), cause the Borrower, such other Loan Party or more of DC Hotel Trust, as applicable, to execute and deliver such Foreign Subsidiaries that shall no longer be excluded by Joinder Agreement or other document (including any new pledge and security agreement or supplement to the requirements of this Section 5.10 Pledge Agreement executed and Section 5.11 until the Credit Parties are delivered on or in compliance connection with the Excluded Foreign Subsidiary Threshold Closing Date or, in the case of DC Hotel Trust, a hypothecation or similar document, instrument or agreement reasonably acceptable to the Administrative Agent) for the purpose of causing the Equity Interests in such Person to be subject to a perfected Lien in favor of the Administrative Agent in accordance with Section 6.13(a), together with favorable opinions of counsel to the Borrower or such other Loan Party, as applicable, which opinions shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (B) cause each ii), all such Foreign Subsidiary (documentation referred to herein to be in form, content and any Credit Party owning scope reasonably satisfactory to the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Administrative Agent.

Additional Guarantors. In the As soon as practicable and in any event that within 30 days after any Person becomes a direct or indirect Subsidiary of any Credit Party, such Credit Party shall, concurrently the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person becoming a Subsidiary, and shall (a) cause such Subsidiary Person to become execute a Guarantor hereunder and a Grantor under Joinder Agreement in substantially the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documentssame form as Exhibit 7.12, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the issued and outstanding Capital Stock of such Subsidiary under Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed otherwise in blank, as applicable) and/or party form acceptable to the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth and (c) cause such Person to (i) if such Person owns or (to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion) leases any real property located in the United States or located outside of the United States but deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Administrative Agent with respect to such Person (ireal property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(e) all in form, content and scope reasonably satisfactory to the date on which such Person is intended to become a Subsidiary of Company, Administrative Agent and (ii) all deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the data documentation referred to above and the perfection of the Administrative Agent's liens thereunder) and other items of the types required to be set forth in Schedules 4.1 and 4.2 with respect delivered pursuant to all Subsidiaries of Company; providedSection 5.1(b), such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing(c), the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (Id) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA e), all in form, content and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing scope reasonably satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agent.

Additional Guarantors. In Upon the event that any Person becomes a Subsidiary earlier to occur of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and thirty (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (1030) days (or such long period that later date as may be agreed to by the Administrative Agent shall agree to in its sole discretion) of any Person becoming a direct or indirect Domestic Subsidiary of the Borrower or (b) such occurrence Person becoming a “Borrower” or “Guarantor” or otherwise providing credit support pursuant to, and in accordance with, the ABL Loan Agreement, the Borrower will provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (Ai) designate in writing cause such Subsidiary to execute and deliver to the Administrative Agent one or more a joinder agreement in substantially the form of Exhibit D, causing such Foreign Subsidiaries that shall no longer be excluded by the requirements of Subsidiary to become a party to (A) this Agreement, as a joint and several “Guarantor”, granting a Second Priority Lien upon its Collateral, subject to permitted Liens under Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold 10.2 and (B) cause each such Foreign Subsidiary the Pledge Agreement, as a joint and several “Pledgor”, causing all of its issued and outstanding shares of Capital Stock, together with all of the issued and outstanding shares Capital Stock of its Subsidiaries and sixty-five percent (65%) of the issued and any Credit Party owning outstanding shares of the Capital Stock of each of its first-tier Foreign Subsidiaries to be delivered to the Administrative Agent (together with undated stock powers signed in blank and pledged to the Administrative Agent) and (ii) deliver such Foreign Subsidiary) to comply other documentation as the Administrative Agent may reasonably request in connection with the requirements foregoing, including, without limitation, appropriate UCC-1 financing statements, Deposit Account Control Agreements, Investment Property Control Agreements, certified resolutions and other organizational and authorizing documents of this Section 5.10 such Subsidiary and Section 5.11upon the request of the Administrative Agent favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors. In the event that of any Person becomes incurrence (including the assumption of existing Indebtedness via an acquisition of Equity Interests) of Senior Financing Obligations occurring after the Closing Date by any Subsidiary of the Parent (other than the Borrower or an existing Guarantor) such Subsidiary shall, at the cost of the Loan Parties, become a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents within 30 days after such incurrence of Senior Financing Obligations by executing and delivering to the Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under (x) prior to the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be date that the Subsidiary Guaranty has been executed and delivered, all such documents, instruments, agreementsthe Subsidiary Guaranty, and certificates (y) thereafter, a counterpart of the Subsidiary Guaranty or such other document as are reasonably requested by Collateral the Administrative Agent in connection therewithshall deem appropriate for such purpose. Each such Subsidiary Guarantor shall, including within such documents30 day period, instruments, agreements, and certificates as are similar deliver to those described the Administrative Agent (A) all of the documents set forth in Sections 3.1(b5.01(a)(iv), 3.1(j), 3.1(k), 3.1(m), (v) and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicableix) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person Subsidiary Guarantor, (i) the date on which such Person is intended to become a Subsidiary of Company, and (iiB) all of the data required “know your client” information relating to be set forth such Subsidiary Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to such Subsidiary Guarantor from counsel reasonably acceptable to the Administrative Agent, all in Schedules 4.1 form and 4.2 substance reasonably satisfactory to the Administrative Agent. If any Subsidiary Guarantor is no longer a guarantor or credit support provider with respect to all Subsidiaries any Senior Financing Obligations, then the Administrative Agent shall, upon the request of Company; providedthe Borrower, promptly release such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries Subsidiary Guarantor from the requirements of this Section 5.10 Subsidiary Guaranty by executing and Section 5.11 delivering a guarantor release substantially in the form attached to the extent (I) Exhibit H hereto, provided that no Default or Event of Default has shall have occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11continuing.

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Subsidiary of the Parent, and promptly thereafter (and in any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiaryevent within 30 days), (a) cause such Subsidiary Person to (i) become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent documents of the types referred to in clauses Section 3.01(a)(viii), (ix) and (x) 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent and Collateral (iii) execute such other Security Documents as the Administrative Agent a Counterpart Agreement and/or or any other counterpart or joinder agreement required under Revolving Lender may reasonably request, in each case to secure the applicable Collateral Documents, Obligations and (b) take all cause the stockholder of such actions and Person to execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in Pledge Agreement pledging 100% of its interests in the Capital Stock Equity Interest of such Subsidiary under Person to secure the Obligations and such evidence of corporate authority to enter into and such legal opinions in relation to such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related appropriately executed stock powers or instruments of transfer executed in blank; provided that, as applicable) and/or party no new Subsidiary that is a controlled foreign corporation under Section 957 of the applicable Collateral Documents. With respect to each such Subsidiary, Company Code shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended be required to become a Guarantor or enter into any Security Documents if such Guaranty or the entering into of such Security Documents would reasonably be expected to result in any material incremental income tax liability and the Parent or any Subsidiary domiciled in the United States that is an equity holder of Company, and (ii) all a controlled foreign corporation under Section 957 of the data Code shall only be required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries pledge 65% of Company; provided, the Equity Interest of such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 controlled foreign corporation pursuant to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11applicable Pledge Agreement.

Additional Guarantors. In On the event InServ Closing Date as to any Material Subsidiary that became a Subsidiary of the Parent as a result of the InServ Acquisition and within 30 days after any other Person becomes a Material Subsidiary and before or contemporaneously with a Letter of any Credit Party, being issued on behalf of such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary Person to (i) become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent a counterpart of this Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent documents of the types referred to in clauses Section 3.01(a)(ix), (x), (xi) and (xii) 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent and (iii) subject to Section 5.16, execute such other Security Documents as the Collateral Agent, the Administrative Agent a Counterpart Agreement and/or or any other counterpart or joinder agreement required under Lender may reasonably request, in each case to secure the applicable Collateral Documents, Obligations and (b) take all cause the stockholder of such actions and Person to execute and deliver, a Pledge Agreement (or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in supplement thereto) pledging (i) 100% of the Capital Stock Equity Interest in such Person to secure the Obligations and such evidence of organizational authority to enter into and such Subsidiary under legal opinions in relation to such Pledge Agreement as the Pledge Administrative Agent may reasonably request, along with share certificates pledged thereby and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related appropriately executed stock powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, from and after the Credit Parties mayconsummation of the Restructuring Transaction and compliance with the conditions set forth in Section 6.03(b), at their option, exclude any (y) no Foreign Subsidiaries from the requirements of Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10 5.12 if providing such guaranty could have a material adverse tax consequence for any Loan Party (as reasonably determined by the Parent) and Section 5.11 (z) no Person shall be required to pledge its interest in any Equity Interest of a Foreign Subsidiary to the extent (I) no Default or Event of Default has occurred and is continuing or such interest would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “be Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Property.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) If, after the Closing Date, any Subsidiary of the Company (including any Division Successor resulting from the consummation of a Division by a Subsidiary) that (x) either (i) receives fees under a Management Contract, (ii) is a Wholly-Owned REIT Subsidiary or (iii) owns, directly or indirectly, an Unencumbered Eligible Project and (y) is not a Subsidiary Guarantor becomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness of the type described in clause (a) of such definition that is not (A) 128 owing to any of the Consolidated Businesses or (B) Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction), then within 15 Business Days of such event (or such other period as may be agreed by the Administrative Agent in its sole discretion), the Company may cause such Subsidiary, and shall cause such Subsidiary if it is a Domestic Wholly-Owned Subsidiary of the Company (and otherwise shall cause the most immediate parents of such Subsidiary that are Domestic Wholly-Owned Subsidiaries of the Company (if any)), to become a Subsidiary Guarantor hereunder under this Agreement and to execute and deliver a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under in substantially the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n)form of Exhibit G, and the execution Company shall (x) as and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably extent requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral the Administrative Agent, for deliver to the benefit of Secured PartiesAdministrative Agent the items referenced in Section 4.01(a)(iii), in 100% of the Capital Stock of such Subsidiary under the Pledge (iv) and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicablevi) and/or party the applicable Collateral Documents. With with respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (iy) the date on which such Person is intended to become a Subsidiary of Company, as and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) requested by the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable Administrative Agent, deliver to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such occurrence matters concerning each such Subsidiary and shall, within ten the Loan Documents as the Administrative Agent may reasonably request and (10z) days (or provide the Administrative Agent with the U.S. taxpayer identification number for each such long period Domestic Wholly-Owned Subsidiary and the unique identification number issued by its jurisdiction of organization for each such Foreign Subsidiary and all documentation and other information concerning each such Subsidiary that the Administrative Agent shall agree to or any Lender requests in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements of this Section 5.10 and Section 5.11Act.

Additional Guarantors. In the event that Upon any Person becomes becoming a direct or indirect Domestic Subsidiary of any Credit Party, such Credit Party shall, concurrently will provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person becoming a Subsidiary, and shall (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor Person (excluding any such Person not organized under the Pledge and laws of the United States or any state thereof) to execute a Joinder Agreement in substantially the form of Exhibit U, (b) cause such Person (excluding any such Person not organized under the laws of the United States or any state thereof) to pledge all of its assets to the Administrative Agent pursuant to a security agreement in substantially the form of the Security Agreement and/or party and otherwise in a form and substance acceptable to the applicable Collateral Documents by executing and delivering Administrative Agent, (c) cause all of its Capital Stock (or in the case of any Person not organized under the laws of the United States or any state thereof, sixty-five percent (65%) of its Capital Stock) to be delivered to the Administrative Agent (together with undated stock powers signed in blank and Collateral pledged to the Administrative Agent a Counterpart pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and/or any other counterpart or joinder agreement required under and otherwise in form acceptable to the applicable Collateral DocumentsAdministrative Agent, and (bd) take all deliver such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates other documentation as are the Administrative Agent may reasonably requested by Collateral Agent request in connection therewithwith the foregoing, including such documentsappropriate UCC-1 financing statements, instrumentsAcknowledgment Agreements, agreements, certified resolutions and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), other organizational and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock authorizing documents of such Subsidiary under the Pledge Person and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments favorable opinions of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect counsel to such Person (i) which shall cover, among other things, the date on which such Person is intended to become a Subsidiary of Companylegality, validity, binding effect and (ii) all enforceability of the data required documentation referred to be set forth above), all in Schedules 4.1 form, content and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing scope reasonably satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agent.

Additional Guarantors. In Concurrently with the event that any Person becomes a Subsidiary creation or acquisition of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (ai) unless such Subsidiary is an Excluded Subsidiary (Guaranty), cause such Subsidiary to deliver to the Administrative Agent a joinder agreement in the form of Exhibit Q executed by such Subsidiary to become a Guarantor hereunder hereunder, legal opinions in respect of such Subsidiary and a Grantor under the Pledge and Security Agreement and/or party this Agreement, from counsel reasonably acceptable to the applicable Collateral Documents by executing Administrative Agent, covering the types of matters covered in Exhibits C and delivering D and certificates of the type referred to in Sections 3.01(c) and 3.01(d) in respect of such Subsidiary, all of which shall be in the form and substance reasonably satisfactory to the Administrative Agent, (ii) unless such Subsidiary is an Excluded Subsidiary (Pledge), cause each owner (other than owners that are not the Parent or a Subsidiary of the Parent) of any Equity Interests of such Subsidiary to deliver to the Administrative Agent a Pledge executed by such owner to the extent required to pledge (taking all such owners collectively) the portion of Equity Interests of such Subsidiary contemplated to be pledged in the definition of "Collateral", all certificates evidencing such portion of such Equity Interests, legal opinions in respect of such owner and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under such Pledge, from counsel reasonably acceptable to the applicable Collateral DocumentsAdministrative Agent, covering the types of matters covered in Exhibits C and D and certificates of the type referred to in Sections 3.01(c) and 3.01(d) in respect of such owner, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and (biii) take all if such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(bSubsidiary is a Subsidiary of the Borrower (other than an Excluded Subsidiary (Collateral)), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing deliver to the Administrative Agent one or more security documents covering all Collateral owned by such Subsidiary executed by such Subsidiary, legal opinions in respect of such Foreign Subsidiaries that Subsidiary and such security documents, from counsel reasonably acceptable to the Administrative Agent, covering the types of matters covered in Exhibits C and D and certificates of the type referred to in Sections 3.01(c) and 3.01(d) in respect of such Subsidiary, all of which shall no longer be excluded by in the requirements of this Section 5.10 form and Section 5.11 until substance reasonably satisfactory to the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Administrative Agent.

Additional Guarantors. In (a) Borrower shall notify Administrative Agent at the event time that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, and promptly thereafter (and any event within twenty (20) days), except with respect to Xxxxxx India, Micro or any other Foreign Subsidiary (other than a Foreign Subsidiary required to comply with this clause (a) pursuant to clause (c)(i) below), (i) execute and deliver to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be reasonably requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all ownership interests held by any Obligated Party in such Subsidiary, and (ii) cause such Subsidiary Person to (a) become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsGuaranty, and (b) execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (subject to such exceptions as Administrative Agent may permit or as otherwise allowed by this Agreement) and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested required by Collateral Administrative Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, Administrative Agent for the benefit of Secured PartiesParties a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement jurisdictions as may be reasonably requested by Administrative Agent, (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicablec) and/or party the applicable Collateral Documents. With with respect to each real property owned in fee simple by such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person : (i) the Mortgage and evidence of the proper recordation of each such Mortgage (or the delivery of any such Mortgage to the applicable title insurance company for recordation, on or immediately after the date on which of such Person is intended delivery to become a Subsidiary of Companysuch company) in the appropriate filing office, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 Owned Real Estate Support Documents with respect to all Subsidiaries such real property; and (d) deliver to Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate favorable opinions of Company; provided, such written notice shall be deemed counsel to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiaryin form, content and scope reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree not enter into any Mortgage acquired by any Obligated Party after the Closing Date until the date that is (a) if such Mortgaged Property relates to a property not located in its sole discretiona flood zone, five (5) Business Days or (b) if such Mortgaged Property relates to a property located in a flood zone, thirty (30) days, after Administrative Agent has delivered to the Lenders the following documents in respect of such occurrence Mortgaged Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Mortgaged Property is located in a “special flood hazard area”, (A) designate in writing a notification to the Administrative Agent one or more applicable Obligated Party of that fact and (if applicable) notification to the applicable Obligated Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Obligated Party of such Foreign Subsidiaries that shall no longer be excluded by the requirements notice; and (iii) evidence of this Section 5.10 and Section 5.11 until the Credit Parties are required flood insurance in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning applicable regulations of the Capital Stock Board of each such Foreign Subsidiary) to comply with Governors of the requirements of this Section 5.10 and Section 5.11Federal Reserve System.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor If, following any transaction permitted under this Agreement, the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100Consolidated Adjusted EBITDA constitutes less than 70% of the Capital Stock Group Adjusted EBITDA as of such Subsidiary under the Pledge date of the most recent financial statements delivered pursuant to Section 6.01 and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect giving pro forma effect to such Person (i) transaction, Borrower Agent shall notify the date on which such Person is intended to become a Subsidiary of CompanyAdministrative Agent, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within 30 days), cause, in its sole discretion, one or more Qualifying Subsidiaries to (1i) Business Days) notify become a Guarantor by executing and delivering to the Administrative Agent a counterpart of such occurrence and shall, within ten (10) days (the Guaranty or such long period that other document as the Administrative Agent shall agree deem appropriate for such purpose, such that after giving pro forma effect to in its sole discretioneach joinder of a Guarantor pursuant to this subsection (a), the Consolidated Adjusted EBITDA constitutes at least 70% of the Group Adjusted EBITDA, and (ii) of such occurrence (A) designate in writing deliver to the Administrative Agent one or more documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and, to the extent reasonably requested by the Administrative Agent, opinions of counsel of such Foreign Subsidiaries that Qualifying Subsidiary (which shall no longer cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope similar to opinions referred to in clause (iv) of Section 4.01(a) and customary for transactions of this type (taking into account changes in law and in jurisdiction). For the avoidance of doubt, each designation of an additional Guarantor pursuant to this Section 6.12 shall be excluded accompanied by a designation by the requirements Board of Directors of Holdings making such Guarantor a Restricted Subsidiary for all purposes of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agreement.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents As contemplated by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% Section 4.19 of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, thatIndenture, if at any time after the Excluded Foreign date of the Indenture the Company shall form or acquire any new Subsidiary Threshold is exceededthat shall constitute a Material Subsidiary, or if after the date of the Indenture any existing Subsidiary not a Material Subsidiary shall become a Material Subsidiary, the Company shall promptly will within three Business Days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B to the Indenture, and thereby to become a “Guarantor” under the Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New York and in any event within one applicable foreign jurisdictions as to (1x) Business Days) notify the Administrative Agent valid existence of such occurrence Guarantor, (y) the due authorization, execution and shallenforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, within ten (10) days (instruments of further assurance and amendments or supplements thereto, and delivering such long period that the Administrative Agent shall agree to in its sole discretionadditional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) of the Indenture), in order that such occurrence (A) designate new or existing Subsidiary shall grant Liens on all Property owned by it then existing or thereafter arising that are included in writing to the Administrative Agent one or more definition of “Collateral” in Section 3 hereof. Accordingly, upon the execution and delivery of any such Foreign Subsidiaries that Guarantee Supplement by any such Subsidiary, such Subsidiary shall no longer be excluded by automatically and immediately, and without any Global Security Agreement further action on the requirements part of any Person, become a “Guarantor” and a “Credit Party” for all purposes of this Agreement, and Annexes 1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner specified in such Guarantee Supplement. In addition, upon execution and delivery of any such Guarantee Supplement, the new Guarantor makes the representations and warranties set forth in Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.112 hereof.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor If, following any transaction permitted under this Agreement, the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100Consolidated Adjusted EBITDA constitutes less than 70% of the Capital Stock Group Adjusted EBITDA as of such Subsidiary under the Pledge date of the most recent financial statements delivered pursuant to Section 6.01 and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect giving pro forma effect to such Person (i) transaction, Borrower Agent shall notify the date on which such Person is intended to become a Subsidiary of CompanyAdministrative Agent, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within 30 days), cause, in its sole discretion, one or more Qualifying Subsidiaries to (1i) Business Days) notify become a Guarantor by executing and delivering to the Administrative Agent a counterpart of such occurrence and shall, within ten (10) days (the Guaranty or such long period that other document as the Administrative Agent shall agree deem appropriate for such purpose, such that after giving pro forma effect to in its sole discretioneach joinder of a Guarantor pursuant to this subsection (a), the Consolidated Adjusted EBITDA constitutes at least 70% of the Group Adjusted EBITDA, and (ii) of such occurrence (A) designate in writing deliver to the Administrative Agent one or more documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and, to the extent reasonably requested by the Administrative Agent, opinions of counsel of such Foreign Subsidiaries that Qualifying Subsidiary (which shall no longer cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope similar to opinions referred to in clause (iv) of Section 4.01(a) and customary for transactions of this type (taking into account changes in law and in jurisdiction). For the avoidance of doubt, each designation of an additional Guarantor pursuant to this Section 6.12 shall be excluded accompanied by a designation by the requirements Board of Directors of Holdings making such Guarantor a Restricted Subsidiary for all purposes of this Section 5.10 Agreement. (b) In addition, in the event of a Permitted Reorganization, upon the release of the Guaranty from Initial Holdings in connection therewith, its Replacement Entity, as specified by Parent to the Administrative Agent shall substantially simultaneously with such release (a) become a Guarantor by executing and Section 5.11 until delivering to the Credit Parties are Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and deliver to the Administrative Agent documents of the types referred to in compliance with the Excluded Foreign Subsidiary Threshold clauses (ii) and (Biii) cause each such Foreign Subsidiary (of Section 4.01(a) and, to the extent reasonably requested by the 93 Xxxxx Xxxxxx Amended and any Restated Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.Guaranty Agreement NYDOCS03/1067767.15

Additional Guarantors. In With respect to (i) any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of the event Borrower after the Closing Date, and/or (ii) any Subsidiary of the Borrower that any ceases to be an Excluded Subsidiary after the Closing Date, on or prior to such time that such Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a (other than an Excluded Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause ceases to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliveran Excluded Subsidiary, as applicable, all unless the Exemption Condition exists at such documentstime with respect to such Person, instruments, agreements, (w) cause such Person to execute a joinder agreement to the Guaranty Agreement in form and certificates as are substance reasonably requested by Collateral Agent in order satisfactory to grant and to perfect a First Priority Lien in favor of Collateral the Administrative Agent, for (x) deliver to the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth (A) the items referenced in Section 4.01(a)(iii), (iv) and (viii) with respect to such Person and (iB) if reasonably requested by the date on Administrative Agent, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Person and the Loan Documents to which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify party as the Administrative Agent of may reasonably request, (y) provide the Administrative Agent with the U.S. taxpayer identification for such occurrence and shall, within ten (10) days Person (or the equivalent thereof, in the event such long period Person is not organized under the laws of the United States, any State thereof or the District of Columbia) and (z) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent shall agree to or such Lender requests in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements PATRIOT Act, and the results of this Section 5.10 and Section 5.11any such “know your customer” or similar investigation conducted by Administrative Agent or any Lender shall be satisfactory to Administrative Agent or such Lender in all respects.

Additional Guarantors. In If, after the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a SubsidiaryClosing Date, (a) a Domestic Subsidiary that is not a Guarantor owns an Unencumbered Eligible Project, then the Company shall cause such Domestic Subsidiary if it is a Wholly-Owned Subsidiary (and otherwise shall cause the most immediate parents of such Domestic Subsidiary that are Domestic Wholly-Owned Subsidiaries of the Company (if any)) to become a Guarantor under this Agreement and to execute and deliver a joinder agreement in substantially the form of Exhibit G, or (b) a Domestic Wholly-Owned Subsidiary that is not a Guarantor (i) receives fees under a Management Contract or (ii) is a Wholly-Owned REIT Subsidiary, then the Company shall cause such Domestic Wholly-Owned Subsidiary to become a Guarantor hereunder under this Agreement and to execute and deliver a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required in substantially the form of Exhibit G, and, in each case under the applicable Collateral Documents, clauses (a) and (b), the Company shall (x) take all such actions as and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably the extent requested by Collateral the Administrative Agent, deliver to the Administrative Agent the items referenced in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(bSection 4.01(a)(iii), 3.1(j), 3.1(k), 3.1(m), (iv) and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicablevi) and/or party the applicable Collateral Documents. With with respect to each such Domestic Wholly-Owned Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (iy) the date on which such Person is intended to become a Subsidiary of Company, as and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify requested by the Administrative Agent of such occurrence and shallAgent, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing deliver to the Administrative Agent one or more a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such Foreign Subsidiaries that shall no longer be excluded by matters concerning each such Domestic Wholly-Owned Subsidiary and the requirements of this Section 5.10 Loan Documents as the Administrative Agent may reasonably request and Section 5.11 until (z) provide the Credit Parties are in compliance Administrative Agent with the Excluded Foreign Subsidiary Threshold and (B) cause U.S. taxpayer identification number for each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Domestic Wholly-Owned Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.

Additional Guarantors. In Promptly notify the event Agent at the time that any Person becomes a Subsidiary, and cause any such Person that is a wholly-owned Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming the Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiary, ) to (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one thirty (130) Business Days) notify the Administrative Agent days of such occurrence Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree) (i) become a Guarantor by executing and shalldelivering to the Agent a Joinder Agreement or such other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations (excluding any Material Real Estate) and take such actions as may be required under the Security Documents to perfect such Lien (or in the case of any Electing Foreign Guarantor, such Person’s material assets as reasonably determined by the Borrower in good faith), and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.1(a) (provided that legal opinions regarding any Electing Foreign Guarantor shall be issued by such law firm as is customary in the jurisdiction of the relevant Electing Foreign Guarantor), (b) promptly thereafter (and in any event within ten ninety (1090) days of such Person becoming a Subsidiary or a Restricted Subsidiary (other than an Excluded Subsidiary), as the case may be, or such long period that later date as the Administrative Agent shall agree may agree), (i) xxxxx x Xxxx to the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien and (ii) if reasonably requested by the Agent, deliver documents of the types referred to in its sole discretionSchedule 6.15 and, (c) if reasonably requested by the Agent, deliver customary opinions of counsel to such occurrence Person in connection with the foregoing clauses (Aa) designate and (b), in writing each case in form, content and scope reasonably satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that Agent. In no event shall no longer be excluded by the requirements of compliance with this Section 5.10 and Section 5.11 until 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) need to comply with the requirements of this Section 5.10 and Section 5.116.11 if such transaction was not otherwise expressly permitted by this Agreement.

Additional Guarantors. In With respect to (i) any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of the event Borrower after the Restatement Effective Date, and/or (ii) any Subsidiary of the Borrower that any ceases to be an Excluded Subsidiary after the Restatement Effective Date, on or prior to such time that such Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a (other than an Excluded Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause ceases to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliveran Excluded Subsidiary, as applicable, all unless the Exemption Condition exists at such documentstime with respect to such Person, instruments, agreements, (w) cause such Person to execute a joinder agreement to the Guaranty Agreement in form and certificates as are substance reasonably requested by Collateral Agent in order satisfactory to grant and to perfect a First Priority Lien in favor of Collateral the Administrative Agent, for (x) deliver to the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth (A) the items referenced in Section 4.01(a)(iii), (iv) and (viii) with respect to such Person and (iB) if reasonably requested by the date on Administrative Agent, a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Person and the Loan Documents to which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify party as the Administrative Agent of may reasonably request, (y) provide the Administrative Agent with the U.S. taxpayer identification for such occurrence and shall, within ten (10) days Person (or the equivalent thereof, in the event such long period Person is not organized under the laws of the United States, any State thereof or the District of Columbia) and (z) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent shall agree to or such Lender requests in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the requirements PATRIOT Act, and the results of this Section 5.10 and Section 5.11any such “know your customer” or similar investigation conducted by Administrative Agent or any Lender shall be satisfactory to Administrative Agent or such Lender in all respects.

Additional Guarantors. In the event that (i) any Person (other than any Subsidiary of the Parent Borrower existing on the Restatement Date) becomes a wholly-owned (directly or indirectly) Material Domestic Subsidiary after the Restatement Date pursuant to an acquisition (whether of stock or assets), merger, or as a result of the creation of such Person and the subsequent transfer to such Person of any property or assets or (ii) any Subsidiary of the Parent Borrower becomes obligated as a guarantor under, or delivers any guaranty of, any of the Private Placement Notes, then in each case under clause (i) or (ii), the Parent Borrower shall, within thirty (30) days after the end of the Fiscal Quarter in which such Person becomes a Material Domestic Subsidiary or such Subsidiary delivers a guaranty of any Credit Partysuch Private Placement Notes, such Credit Party shall, concurrently with cause such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder by execution and delivery of a Grantor under Guarantor Joinder Agreement and by delivery of such other documentation as the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are may reasonably requested by Collateral Agent request in connection therewith, including such documentsincluding, instrumentswithout limitation, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock certified resolutions of such Subsidiary under the Pledge Person, certified organizational and Security Agreement (includingauthorizing documents of such Person, as applicable, original certificates evidencing such Capital Stock and related powers or instruments favorable opinions of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect counsel to such Person (iwhich shall cover, among other things, the legality, validity, binding effect and enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the date on which type required to be delivered pursuant to Section 5.1.2, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that no such Person is intended which becomes a Material Domestic Subsidiary pursuant to any such acquisition or merger shall be required to become a Subsidiary Guarantor if the incurrence of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon obligation would violate any material agreement binding on such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify existence on the Administrative Agent date of such occurrence and shall, within ten (10) days (acquisition or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11merger.

Additional Guarantors. In Notify the event Hedge Provider at the time that any Person becomes a Subsidiary of the Parent, and promptly thereafter (and in any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiaryevent within 30 days), (a) cause such Subsidiary Person to (i) become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent the Hedge Provider a counterpart of the Guaranty or such other document as the Hedge Provider shall deem appropriate for such purpose, (ii) deliver to the Hedge Provider documents of the types referred to in clauses Section 3.01(a)(ix), (x) and Collateral Agent a Counterpart Agreement and/or any (xi) and favorable opinions of counsel to such Person (which shall cover, among other counterpart or joinder agreement required under things, the applicable Collateral Documentslegality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Hedge Provider and (iii) execute such other Security Documents as the Hedge Provider may reasonably request, in each case to secure the payment and performance of the Obligations and (b) take all cause the holder of the Equity Interests of such actions and Person to execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in Pledge Agreement pledging 100% of its interests in the Capital Stock Equity Interest of such Subsidiary under Person to secure the Obligations and such evidence of corporate authority to enter into and such legal opinions in relation to such Pledge and Security Agreement (includingas the Hedge Provider may reasonably request, as applicable, original along with certificates evidencing such Capital Stock the Equity Interests pledged thereby and related appropriately executed stock powers or instruments of transfer executed in blank; provided that, as applicable) and/or party no new Subsidiary that is a controlled foreign corporation under Section 957 of the applicable Collateral Documents. With respect to each such Subsidiary, Company Code shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended be required to become a Guarantor or enter into any Security Documents if such Guaranty or the entering into of such Security Documents would reasonably be expected to result in any material incremental income tax liability and the Parent or any Subsidiary domiciled in the United States that is an equity holder of Company, and (ii) all a controlled foreign corporation under Section 957 of the data Code shall only be required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries pledge 65% of Company; provided, the Equity Interest of such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 controlled foreign corporation pursuant to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11applicable Pledge Agreement.

Additional Guarantors. In If, after the event Closing Date, the Borrower desires to include a Property in the calculation of the Borrowing Base Amount that any Person becomes is owned or leased by a Subsidiary that is not a Guarantor, then the Borrower shall cause such Subsidiary and each other Subsidiary that owns, directly or indirectly, any Equity Interests of any Credit Party, the Subsidiary that owns such Credit Party shall, concurrently with such Person becoming a Subsidiary, Property to (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security this Agreement and/or party to the applicable Collateral Documents by executing and delivering to the Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under in substantially the applicable Collateral Documentsform of Exhibit G or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably if requested by Collateral the Administrative Agent, deliver to the Administrative Agent (i) the items referenced in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(bSection 4.01(a)(iii), 3.1(j), 3.1(k), 3.1(m), (iv) and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicablevi) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all a favorable opinion of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice counsel (which counsel shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 reasonably acceptable to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable Administrative Agent), addressed to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of and each Lender, as to such occurrence matters concerning such Subsidiary and shallthe Loan Documents to which such Subsidiary is a party as the Administrative Agent may reasonably request, within ten all in form, content and scope reasonably satisfactory to the Administrative Agent, (10c) days provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary and (or such long period d) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall agree to in its sole discretion) of such occurrence (A) designate in writing be satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are Lender in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11all respects.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary Cause COG LP to become a Guarantor hereunder execute and a Grantor under the Pledge and Security Agreement and/or party deliver to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent Agent, on or before March 7, 2006, a Counterpart Agreement and/or and any other counterpart supplemental or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, revised schedules or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder attachments to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth required with respect to such Person (i) COG LP’s 99% limited partnership interest in COG Oil & Gas; notify the date on which such Person is intended to become a Administrative Agent at the time that any additional Restricted Subsidiary of Company, the Borrower is formed or acquired after the Closing Date; and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one 30 days), cause such Person to (1a) Business Days) notify become a Guarantor by executing and delivering to the Administrative Agent a counterpart of such occurrence and shall, within ten (10) days (the Guaranty or such long period that other document as the Administrative Agent shall agree deem appropriate for such purpose, and (b) deliver to the Administrative Agent, as requested, documents of the types referred to in its sole discretionclauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such occurrence Person (Awhich shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Upon delivery of any such Counterpart Agreement to the Administrative agent, notice of which is hereby waived by each Credit Party, such Restricted Subsidiary shall be a Guarantor and shall be as fully a party to the Guaranty as if such Restricted Subsidiary were an original signatory hereto. As and when requested by the Administrative Agent, (1) designate the Borrower will cause such Restricted Subsidiary to execute a Mortgage (to the extent it owns Borrowing Base Properties) or other security agreement in writing form and substance acceptable to Administrative Agent (to the extent it owns personal property) and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as Administrative Agent, the L/C Issuer or the Required Lenders shall reasonably request, and (2) if any stock, membership interest, partnership interest or other equity interest in, or Indebtedness of, such Restricted Subsidiary is owned by the Borrower or any other Restricted Subsidiary, the Borrower will cause such stock, membership interest, partnership interest or other equity interest, and promissory notes evidencing such Indebtedness, to be pledged pursuant to a Pledge Agreement delivered to the Administrative Agent one promptly after such Restricted Subsidiary is formed or more of acquired or within such Foreign Subsidiaries that other time frame as acceptable to the Administrative Agent and promptly take such actions to create and perfect Liens on such assets to secure the Obligations as the Administrative Agent or the Required Lenders shall no longer reasonably request. Any Restricted Subsidiary formed or acquired on or after the Closing Date shall be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11a Wholly Owned Subisdiary.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) The Company shall take all such actions action, and shall cause each of its Subsidiaries to take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any of its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, the Company shall, or shall cause such new Subsidiary to, within five (5) days after receipt of the Purchaser's consent to such formation or acquisition, execute and deliver, deliver (or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or of): (a) a joinder agreement to the Intercompany Note Guaranty, in form and Subordination. In additionsubstance satisfactory to the Purchaser, pursuant to which such Credit Party shall deliverSubsidiary (and its Subsidiaries, or cause if any) would become a Guarantor, (b) such collateral security agreements, instrument and other documents, in form and substance reasonably satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all assets, properties and rights of such Subsidiary to deliversecure the payment and performance in full of all Guarantied Obligations, as applicable(c) if such Subsidiary has any Subsidiaries, all such documents, instruments, pledge agreements, and together with (i) certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% representing all of the Capital Stock of any Person owned by such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related ii) undated stock powers or instruments of transfer executed in blank, (d) such other agreements, instruments, approvals or other documents as applicablemay be requested by the Purchaser in order to create, perfect, establish, and maintain a valid, first priority, perfected security interest and Lien (subject only to the Senior Liens) and/or party in favor of the applicable Collateral Documents. With respect Purchaser (subject on to each the Liens of the Senior Lender) or to effect the intent that such SubsidiarySubsidiary shall become bound by all of the terms, Company shall send covenants and agreements contained in the other Investment Documents to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of CompanyGuarantors are parties, and (iie) all opinions of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 counsel to the extent (I) no Default Company or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable Subsidiary as to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with matters as the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceededPurchaser may request. In addition, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing grant to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by Purchaser a valid first priority, perfected security interest (subject only to the requirements of this Section 5.10 Senior Liens) in and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning to the Capital Stock of each such Foreign Subsidiary) any Subsidiary to comply with secure the requirements of this Section 5.10 and Section 5.11Guarantied Obligations.

Additional Guarantors. In the event that any Person becomes a The payment and performance of all Secured Obligations are and shall be guaranteed, jointly and severally, by each current and future Material Subsidiary of Borrower pursuant to a Guaranty duly executed by each Guarantor in form and amount acceptable to Administrative Agent, which Guaranty shall be secured by unconditional, continuing pledges and Liens in and to all of the assets and properties of each such Material Subsidiary, as evidenced by and subject to the terms of guaranties, deeds, debentures, and security agreements in form and substance reasonably satisfactory to Administrative Agent. On each Material Subsidiary Assessment Date, Borrower shall determine whether there exists any Credit Party, such Credit Party shall, concurrently with such new or additional Material Subsidiaries (whether as a result of a Person becoming a Material Subsidiary or being designated as a Material Subsidiary for purposes of satisfying the 95% Threshold), or if any existing Excluded Subsidiary ceases to be an Excluded Subsidiary as of such Material Subsidiary Assessment Date, and if any such Material Subsidiary exists, Borrower and such new or newly designated Material Subsidiary shall: (a) promptly notify Administrative Agent of the creation, acquisition or designation of such Material Subsidiary, (ab) take all such action as may be reasonably required by Administrative Agent to cause such Material Subsidiary to become a Guarantor hereunder Guarantee the Secured Obligations and a Grantor under grant such first-priority pledges and security interests to Administrative Agent for the Pledge and Security Agreement and/or party to benefit of the applicable Collateral Documents by Secured Parties, as Administrative Agent or the Required Lenders may require (including executing and delivering to Administrative Agent and Collateral a counterpart of the Guaranty or such other document as Administrative Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all shall deem appropriate for such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(bpurpose), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to (c) grant and pledge to perfect a First Priority Lien in favor of Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a first-priority security interest in 100% all of the Capital Stock of such Subsidiary under the Pledge Equity Interests of, and Security Agreement (includingany Indebtedness owing from, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send and (d) deliver to Administrative Agent prior written notice setting forth with respect documents of the types referred to in clauses (iii) and (iv) of Section 5.01(a) and favorable opinions of counsel to such Person (iwhich shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (b), (c) the date on which such Person is intended to become a Subsidiary of Company, and (iid) above), all in form, content and scope reasonably satisfactory to Administrative Agent. Notwithstanding anything to the contrary herein, Borrower shall at all times cause such of its Subsidiaries necessary to meet the data required 95% Threshold to be set forth in Schedules 4.1 Guarantors and 4.2 with respect to all Subsidiaries of Company; execute and deliver the documents, instruments and agreements noted above, provided, such written notice however, that the 95% Threshold shall only be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiarytested on each Material Subsidiary Assessment Date. Notwithstanding the foregoing, unless otherwise agreed by Borrower, Administrative Agent’s security interest in the Credit Parties mayEquity Interests of an Excluded Subsidiary shall be limited to (x) 65% of the Voting Equity Interests of such Person, at their optionand (y) 100% of the non-Voting Equity Interests of such Person, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 in each case to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded owned directly by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11.Borrower or a Guarantor. WEST\275206959.13 104

Additional Guarantors. In the event that With respect to any Person becomes a newly created or acquired Restricted Subsidiary of the Borrower or any existing Restricted Subsidiary of the Borrower, if such Restricted Subsidiary has 5% or more of the consolidated total assets or contributes 5% or more of the consolidated operating profits of the Borrower and its consolidated Restricted Subsidiaries, or if such Restricted Subsidiary would be required to be a guarantor of the Senior Subordinated Notes pursuant to the Senior Subordinated Notes Indenture, the Credit Party, such Credit Party shall, concurrently Parties will provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the material assets of such Person becoming a Subsidiary, and shall (a) cause any such Person that is a Domestic Restricted Subsidiary to execute and deliver to the Agent a Joinder Agreement in substantially the form of Exhibit L, causing such Restricted Subsidiary to become a Guarantor hereunder party to (i) the Guaranty, as a joint and several “Guarantor”, (ii) the Security Agreement, as an “Obligor” granting a Grantor under first priority Lien on its personal property, subject to Permitted Liens, (iii) the Contribution Agreement, as a “Contributing Party” and (iv) as appropriate, the Pledge Agreement, as a “Pledgor”, causing all of its Capital Stock (or, in the case of any Foreign Restricted Subsidiary, and Security Agreement and/or party without waiving the requirement for the prior consent of the Required Lenders for the formation or acquisition thereof, sixty-five percent (65%) of its Capital Stock) to be delivered to the applicable Collateral Documents by executing Agent (together with undated stock powers signed in blank and delivering pledged to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsAgent), and (b) take all deliver such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates other documentation as are the Agent may reasonably requested by Collateral Agent request in connection therewithwith the foregoing, including such documentsincluding, instrumentswithout limitation, agreementsappropriate UCC-1 financing statements, certified resolutions and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), other organizational and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock authorizing documents of such Subsidiary under Person and favorable opinions of counsel (which may be in the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicableBorrower’s legal department) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) which shall cover, among other things, the date on which such Person is intended to become a Subsidiary of Companylegality, validity, binding effect and (ii) all enforceability of the data required documentation referred to be set forth above), all in Schedules 4.1 form, content and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 scope reasonably satisfactory to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent of such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11Agent.

Additional Guarantors. In Notify the event Administrative Agent at the time that any Person becomes a Domestic Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming that constitutes a Subsidiary, (a) cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral DocumentsConsolidated Entity, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly thereafter (and in any event within one thirty (130) Business Daysdays), except as specifically provided below, cause such Person to (a) notify become a Guarantor by executing and delivering to the Administrative Agent of a Joinder Agreement and such occurrence and shall, within ten (10) days (or such long period that other document as the Administrative Agent shall agree to in its sole discretionreasonably deem appropriate for such purpose, and (b) of such occurrence (A) designate in writing deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) 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 (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that (i) a Consolidated Entity shall not be required to execute a Joinder Agreement and become a Guarantor hereunder if (A) such Consolidated Entity is inactive, has aggregate assets with a book value of less than $5,000,000 and has no operations or (B) such Consolidated Entity is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, (ii) notwithstanding the foregoing, one or more Consolidated Entities designated by the Borrower that would otherwise be exempt from the requirements set forth in item (A) of such Foreign Subsidiaries subclause (i) above shall, nonetheless, be required to execute a Joinder Agreement and become a Guarantor pursuant to the provisions of this Section 6.12 so that the aggregate value of assets held by Consolidated Entities that are not required to execute Joinder Agreements pursuant to the terms of subclause (i)(A) above shall not exceed 10% of the total value of the Unencumbered Properties (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement) and (iii) to the extent a Consolidated Entity that was previously exempted from execution of a Joinder Agreement pursuant to subclause (i) above no longer be excluded by satisfies the criteria for exemption set forth therein, such Consolidated Entity shall promptly fulfill the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiary Threshold clauses (a) and (Bb) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11above.

Additional Guarantors. In With respect to (i) any Person (other than the event Borrower) that is or becomes a Subsidiary (other than an Excluded Subsidiary) of the Operating Partnership after the Original Closing Date, and/or (ii) any Subsidiary of the Operating Partnership that ceases to be an Excluded Subsidiary after the Original Closing Date, on or prior to such time that such Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a (other than an Excluded Subsidiary) or ceases to be an Excluded Subsidiary, as applicable, (ax) deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and (y) (1) cause such Subsidiary to become execute a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party joinder agreement to the applicable Collateral Documents by executing Guaranty in form and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are substance reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder satisfactory to the Intercompany Note and Subordination. In additionAdministrative Agent, such Credit Party shall deliver, or (2) cause such Subsidiary to deliverexecute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, together with (A) certificates or instruments representing any Certificated Securities (as applicabledefined in the Pledge Agreement) owned by such Subsidiary accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) evidence that all such documents, instruments, agreements, and certificates as are proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent reasonably requested by Collateral Agent may deem necessary or desirable in order to grant and to perfect a First Priority Lien in favor of the Liens created under the Pledge Agreement covering the Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under and (C) completed requests for information listing all effective financing statements filed in the Pledge and Security Agreement jurisdictions referred to in the immediately preceding clause (includingB) above that name such Subsidiary as debtor, as applicabletogether with copies of such financing statements, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable(3) and/or party deliver to the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth (A) the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to such Subsidiary, (B) a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Subsidiary and the Loan Documents to which such Subsidiary is a party as the Administrative Agent may reasonably request and (C) a certificate executed by a Responsible Officer of such Subsidiary attaching copies of the operating agreements, partnership agreements or other applicable organizational documents of each Person (iother than a Loan Party) whose Equity Interests are owned by such Subsidiary and included in the date on Collateral, which such Person is intended to become a Subsidiary of Company, and organizational documents shall (iix) all in the reasonable opinion of the data required Administrative Agent, permit the Administrative Agent to be set forth in Schedules 4.1 realize on such Collateral upon the occurrence and 4.2 with respect to all Subsidiaries during the continuance of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Default or an Event of Default has occurred and is continuing or would result from such exclusion and (IIy) otherwise be in form and substance reasonably satisfactory to the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries Administrative Agent¸ (measured in a manner that eliminates all intercompany transactions with the Credit Parties4) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall promptly (and in any event within one (1) Business Days) notify provide the Administrative Agent of with the U.S. taxpayer identification for such occurrence and shall, within ten (10) days Subsidiary (or the equivalent thereof, in the event such long period Subsidiary is not organized under the laws of the United State, any State thereof or the District of Columbia), (5) deliver to the Administrative Agent a Perfection Certificate Supplement, (6) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (7) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall agree to in its sole discretion) of such occurrence (A) designate in writing be satisfactory to the Administrative Agent one or more of such Foreign Subsidiaries that shall no longer be excluded by the requirements of this Section 5.10 and Section 5.11 until the Credit Parties are Lender in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the requirements of this Section 5.10 and Section 5.11all respects.