Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (i) cause any such Person to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested days (or such longer period of time as may be agreed to by the Administrative Agent, Agent in its reasonable discretion)) (ia) cause any such Person that is a Domestic Subsidiary to (i) (A) become either a Borrower (at the request Borrower, if such Person is a Domestic Subsidiary that owns assets of the Lead Borrower and with type included in the consent Borrowing Base and/or the FILO Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the Administrative Agent) or a Guarantor type included in the Borrowing Base and/or the FILO Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv) and (iv) of Section 4.01(a4.01(a)(xiii) and if requested by at the reasonably request of the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base and/or the FILO Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary to become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause such Subsidiary to become a Loan Party) and if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, to promptly thereafter (and in any event within fifteen thirty (1530) Business Daysdays or such longer period as the Administrative Agent shall agree) if requested cause such Loan Party to pledge such Equity Interests and any promissory notes evidencing such Indebtedness to the extent required pursuant by the Security Agreement, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. If the Borrower elects to cause such Subsidiary to become a Loan Party: promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree), (i) cause any such Person (a) to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purposeAgreement, (iib) to xxxxx x Xxxx to the Collateral Agent on such Person’s assets to secure the Obligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents to secure the ObligationsDocuments, and (iiic) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if requested by 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 (aabove)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after Upon (i) any Person becomes Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than any an Immaterial Subsidiary or Excluded Subsidiary)) after the Closing Date, including (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Immaterial Subsidiary, (iii) any Immaterial Subsidiary providing a guarantee of any Material Indebtedness or (iv) any Subsidiary that is an Unrestricted Subsidiary being reclassified as becoming a wholly-owned Restricted Subsidiary (other than an Immaterial Subsidiary or Excluded Subsidiary) pursuant to Section 6.11, such Loan Party shall, to the extent that it does not violate any Gaming Law, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Immaterial Subsidiary, and except for any Immaterial Subsidiary listed in clause (iii) above)) to promptly thereafter (and but in any event within fifteen 180 days after the later of such event described in clause (15) Business Days) if requested by the Administrative Agenti), (i) cause any such Person to become either a Borrower ii), (at the request of the Lead Borrower and with the consent of the Administrative Agentiii) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement (iv) above or a counterpart receipt of the Facility Guaranty such approval (or such other document longer period of time as the Administrative Agent shall deem may agree to in its reasonable discretion or as required to obtain any necessary Gaming Approval)), execute and deliver a Guaranty and all such other documents and certificates as the Administrative Agent may reasonably appropriate for request in order to have such purposeRestricted Subsidiary become a Guarantor, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iiiB) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if all legal opinions reasonably requested by the Administrative Agent, favorable Agent relating to the matters described above covering matters similar to those covered in the opinions of counsel delivered on the Closing Date with respect to such Person Guarantor, (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (bC) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory deliver to the Administrative Agent. In no event shall compliance with Agent an executed joinder to the Security Agreement and take all actions required by the Security Agreement or requested by the Administrative Agent to perfect the Liens created thereunder and (D) to the extent such Loan Party owns any Real Property having a fair market value greater than $25,000,000, execute and deliver the items required pursuant to Section 4.01(a)(iv)(A) – (F) hereof; provided that, notwithstanding anything in this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise 6.08 to the need contrary, any Immaterial Subsidiary that is a guarantor of any Material Indebtedness of the Borrower or the Restricted Subsidiaries shall only be required to comply with be a Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the 105 Administrative Agent from the Guaranty on the request of the Borrower without further action by the Creditor Parties). To the extent any Gaming Approvals are required for any actions required by this Section 6.11 if 6.08, the Borrower and/or applicable Loan Party shall, at their own expense, promptly apply for and thereafter diligently pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constituteGaming Approvals; provided further, with respect to any Subsidiaryhowever, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets that (i) no funds held in the computation of Term A Loan Proceeds Account or the Borrowing BaseRevolving Loan Proceeds Account may be transferred into the Operating Account until all funds in the Company Equity Contribution Account have been exhausted and (ii) no funds held in the Revolving Loan Proceeds Account may be transferred into the Operating Account until all funds in the Term A Loan Proceeds Account have been exhausted.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a (a) Any Subsidiary (other than any Excluded Subsidiary)Arizona Chemical B.V. which is covered below by clause (b) of this Section 10.1.9) may, including any Unrestricted Subsidiary being reclassified at the election of the North American Loan Party Agent or the Foreign Loan Party Agent, as applicable, become a Borrower hereunder within the applicable Borrower Group for its jurisdiction of organization (and if its jurisdiction of organization is the Netherlands, as a Restricted Dutch Borrower) upon (i) the execution and delivery to the Agent and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit G, (B) by such Subsidiary of Security Documents in form and substance reasonably satisfactory to the Agent and the relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new Security Document shall be in substantially the same form as the comparable Security Documents to which the existing Loan Parties of the Loan Party Group of the New Loan Party (if any) are party, (C) by a Senior Officer of the applicable Loan Party Agent for such Subsidiary of a (i) Borrowing Base Certificate for such Subsidiary effective as of not more than sixty (60) days preceding the date on which such Subsidiary becomes a Foreign Borrower and (B) written notice of such Subsidiary’s Applicable Foreign Borrower Commitment and (D) by such Subsidiary of a certificate (including delivery of related attachments) of the type described in Section 6.1(g) and such other documents, instruments and agreements as Agent may reasonably require, and (ii) the completion of the Agent’s and each applicable Lender’s due diligence to its reasonable satisfaction and of compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, prior to permitting such Subsidiary to borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the sole expense of such Subsidiary, and promptly thereafter (b) Arizona Chemical B.V. may, at the election of Foreign Loan Party Agent and pursuant to the documentation and conditions precedent hereinafter specified (A) become a Dutch Borrower hereunder and be its own Borrower Group and have its own Foreign Revolver Commitment, separate from the Dutch Kraton Revolver Commitment, in any event within fifteen the amount specified in writing to Agent (15provided that such Foreign Revolver Commitment as to Arizona Chemical B.V. shall not increase the then aggregate amount of the Commitments and the U.S. Revolver Commitments must equal at least 60% of the aggregate Commitments) Business Days) if requested by and have its own Borrowing Base, separate from the Administrative AgentDutch Kraton Borrowing Base, provided that the components of and advance rates relating to the Arizona Chemical B.V. Borrowing Base, including eligibility provisions as to Accounts and Inventory, relevant Eligible Account Debtor Jurisdictions and relevant Perfection Jurisdictions, shall be substantially the same as those relating to the Dutch Kraton Borrowing Base, and be subject to the increase in Revolver Commitments and reallocation in Revolver Commitments described in Section 2.1.7 hereof, upon (i) cause any such Person to become either a Borrower (at the request of the Lead Borrower execution and with the consent of the Administrative Agent) or a Guarantor by executing and delivering delivery to the Administrative Agent and/or Security Trustees (A) by Arizona Chemical B.V., the Loan Parties and Agent of a Joinder Agreement joinder-amendment agreement substantially in the form of Exhibit K to this Agreement or (and each Lender hereby consents to the amendments to this Agreement contemplated in Exhibit K and each Lender hereby authorizes Agent to execute such a counterpart joinder–amendment agreement on behalf of Lenders), (B) by Arizona Chemical B.V. of (1) a Dutch share pledge, (2) a Dutch omnibus pledge agreement (covering the pledge of bank account rights, moveables and receivables), and (3) a completed Perfection Certificate, executed and delivered by a Senior Officer of Arizona Chemical B.V., together with all attachments contemplated thereby, in each case in form and substance reasonably satisfactory to the Agent and the relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new documents shall be in substantially the same form as the comparable documents to which Initial Dutch Kraton Borrower is party (but subject to such changes as shall be reasonably required by Agent’s foreign counsel), (C) by a Senior Officer of the Facility Guaranty or Foreign Loan Party Agent for Arizona Chemical B.V. of a (1) Borrowing Base Certificate for Arizona Chemical B.V. effective as of the date on which Arizona Chemical B.V. becomes a Foreign Borrower and (2) written notice of Arizona Chemical B.V.’s Applicable Foreign Borrower Commitment and (D) by Arizona Chemical B.V. of a certificate (including delivery of related attachments) of the type described in Section 6.1(g) and such other document documents, instruments and agreements as the Administrative Agent shall deem may reasonably appropriate for such purposerequire, and (ii) xxxxx x Xxxx the completion of the Agent’s and each Lender’s compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, prior to permitting Arizona Chemical B.V. to borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent shall have conducted an appraisal and field examination with respect to Arizona Chemical B.V., including, without limitation, of (A) Arizona Chemical B.V.’s practices in the computation of its Borrowing Base and (B) the assets included in such Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Collateral Agent on such Person’s assets on and at the same types sole expense of assets which constitute Collateral under the Security Documents to secure the ObligationsArizona Chemical B.V., and (iii) deliver to the Administrative Agent documents shall have received satisfactory opinions of the types referred to in clauses Dutch counsel (iii) and, if reasonably required and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel French, English, Belgian, and German counsel) to such Person Arizona Chemical B.V. or the Agent, in each case, customary for transactions of this type (which shall cover, among other thingsthing, the legalityauthority, validity, binding effect and enforceability of the documentation referred Loan Documents to in clause (a)), which it is a party and (b) if any Equity Interests or Indebtedness the creation and perfection of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets Liens in the computation of the Borrowing BaseCollateral).

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than or any Excluded Subsidiary), including any Person that is an Unrestricted Subsidiary being reclassified as becomes a Restricted Subsidiary, -109- and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days) if requested by Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the Administrative Agentcase may be, or such later date as the Agent may agree), (i) cause any such Person become a Loan Party (including, if acceptable to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent, an additional borrower) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document documents as the Administrative Agent shall reasonably deem reasonably appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on of the same types of assets which type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to secure the Obligationsperfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and if reasonably requested by the Administrative Agent, favorable deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted SubsidiarySubsidiary of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) Business DaysDays or such longer period as reasonably agreed by the Administrative Agent) if requested by the Administrative Agent, (a) (i) cause any such Person to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if requested by the Administrative AgentAgent in connection with the joinder of a Subsidiary that is expected to contribute assets to the Borrowing Base in excess of 5.0% of the Borrowing Base, 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested days (or such longer period of time as may be agreed to by the Administrative Agent, Agent in its reasonable discretion)) (ia) cause any such Person that is a Domestic Subsidiary to (i) (A) become either a Borrower (at the request Borrower, if such Person is a Domestic Subsidiary that owns assets of the Lead Borrower and with type included in the consent Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the Administrative Agent) or a Guarantor type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv) and (iv) of Section 4.01(a4.01(a)(xiii) and if requested by at the reasonably request of the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (i%4) cause any such Person to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii%4) subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Collateral Administrative Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii%4) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) 4.01 and if requested by 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)), and (b) to the extent required to be pledged pursuant to the applicable Security Documents and subject to the Intercreditor Agreement, if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Parent and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event (y) within fifteen (15) Business Daysdays for any Subsidiary other than an Immaterial Subsidiary and (z) if requested by with respect to any Immaterial Subsidiary, not later than the Administrative Agentnext date on which the financial statements referred to in Sections VI.A.1 and VI.A.2 are required to be delivered), (i) cause any such Person (a) which is not a CFC, to (i) become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate request for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) c and (iv) d of Section 4.01(a) and IV.A.1 and, if requested by the Administrative AgentAgent in connection with a Subsidiary other than an Immaterial Subsidiary, 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)1), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent (it being understood that, if requested by the Administrative Agent, Lead Borrower shall promptly deliver customary favorable legal opinions in respect of any Subsidiary that was an Immaterial Subsidiary that ceases to be an Immaterial Subsidiary to the extent not previously delivered hereunder). In no event shall compliance with this Section 6.11 VI.L waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 VI.L if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than or any Excluded Subsidiary), including any Person that is an Unrestricted Subsidiary being reclassified as becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days) if requested by Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the Administrative Agentcase may be, or such later date as the Agent may agree), (i) cause any such Person become a Loan Party (including, if acceptable to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent, an additional borrower) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document documents as the Administrative Agent shall reasonably deem reasonably appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to the Collateral Agent on such Person’s assets on of the same types of assets which type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to secure the Obligationsperfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and if reasonably requested by the Administrative Agent, favorable deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted SubsidiarySubsidiary of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (a) (i) cause any such Person to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the (a) Each Loan Party shall notify Administrative Agent promptly after at the time that any Person becomes a wholly-owned Domestic Subsidiary of such Loan Party (other than any including pursuant a Permitted Acquisition) or ceases to be an Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiarypursuant to the definition thereof, and promptly thereafter (and in any event within fifteen thirty (1530) Business Daysdays (or such longer period as agreed to by Administrative Agent in its sole discretion)) if requested by the Administrative Agent, (i) execute and deliver or cause any to be 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 Lien on all ownership interests (other than Excluded Assets) held by such Person Loan Party in such Domestic Subsidiary, and (ii) cause such new Domestic Subsidiary or Domestic Subsidiary that ceases to be an Excluded Subsidiary to (A) become either a Guarantor and/or a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor by executing and delivering to Administrative Agent a Guaranty (or a joinder to Guaranty) and/or a Joinder Agreement, (B) execute and deliver all Security Documents (or joinders or assumptions thereto) requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (other than Excluded Assets or such other exceptions as Administrative Agent may permit) and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority (subject to Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable law) security interest in such Property, including entering into a Joinder Agreement Control Agreements required pursuant to this Agreement or a counterpart Section 6.12 and the filing of the Facility Guaranty or UCC financing statements in such other document jurisdictions as the may be requested by Administrative Agent shall deem reasonably appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the ObligationsAgent, and (iiiC) deliver to the Administrative Agent such other documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the instruments as Administrative AgentAgent may require, including appropriate 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (i) cause any such Person to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.14(b), xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the (a) Each Loan Party shall notify Administrative Agent promptly after at the time that any Person becomes a wholly-owned Subsidiary of such Loan Party (including pursuant to a Permitted Acquisition), other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted or ceases to be an Excluded Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Daysdays (or such longer period as agreed to by Administrative Agent in its sole discretion)) if requested by the Administrative Agent, (i) execute and deliver or cause any to be 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 Lien on all ownership interests (other than Excluded Assets) held by such Person Loan Party in such Subsidiary, and (ii) cause such new Subsidiary or Subsidiary that ceases to be an Excluded Subsidiary to (A) become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent) or a Guarantor and/or Borrower by executing and delivering to Administrative Agent a Guaranty (or a joinder to Guaranty) and/or a Joinder Agreement (provided that any Person that is a CFC, U.S. Foreign HoldCo or a Foreign Subsidiary that is not an Excluded Subsidiary shall in no event be a Borrower and may only become a Guarantor pursuant to this Section 6.13(a)), (B) execute and deliver all Security Documents (or joinders or assumptions thereto) requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (other than Excluded Assets or such other exceptions as Administrative Agent may permit) and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority (subject to Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable law) security interest in such Property, including entering into a Joinder Agreement Control Agreements required pursuant to this Agreement or Section 6.12 and the filing of UCC financing statements in such jurisdictions as may be requested by Administrative Agent, (C) in the case of any Subsidiary that will become a counterpart of the Facility Guaranty or such other document as the Borrower, deliver to Administrative Agent shall deem and any applicable Lender such information and documentation reasonably appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative AgentAgent or such Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, other applicable Anti-Corruption Laws or Anti-Terrorism Laws or the Beneficial Ownership Regulation, and (D) deliver to Administrative Agent such other documents and instruments as Administrative Agent may require, including appropriate 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary), including any Unrestricted Subsidiary being reclassified as a Restricted Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested days (or such longer period of time as may be agreed to by the Administrative Agent, Agent in its reasonable discretion)) (ia) cause any such Person that is a Domestic Subsidiary to (i) (A) become either a Borrower (at the request Borrower, if such Person is a Domestic Subsidiary that owns assets of the Lead Borrower and with type included in the consent Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the Administrative Agent) or a Guarantor type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv) and (iv) of Section 4.01(a4.01(a)(xiii) and if requested by at the reasonably request of the Administrative Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness 128 of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify Promptly notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than or any Excluded Subsidiary), including any Person that is an Unrestricted Subsidiary being reclassified as becomes a Restricted Subsidiary, 109 and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) Business Days) if requested by Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the Administrative Agentcase may be, or such later date as the Agent may agree), (i) cause any such Person become a Loan Party (including, if acceptable to become either a Borrower (at the request of the Lead Borrower and with the consent of the Administrative Agent, an additional borrower) or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document documents as the Administrative Agent shall reasonably deem reasonably appropriate for such purpose, (ii) xxxxx x grant a Xxxx to the Collateral xx xxx Agent on such Person’s assets on of the same types of assets which type that constitute Collateral to secure the Obligations and take such actions as may be required under the Security Documents to secure the Obligationsperfect such Lien, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and if reasonably requested by the Administrative Agent, favorable deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing BaseBase until such time as the Agent has conducted its diligence with respect thereto.