Common use of Additional Restricted Subsidiaries Clause in Contracts

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary).

Additional Restricted Subsidiaries. If Within 30 Business Days after the Borrower or any Loan Party shall form creates, acquires or acquire a Restricted otherwise forms any other Material Subsidiary (including by redesignation of other than a Subsidiary designated as an Unrestricted Subsidiary as a Restricted Subsidiaryin accordance with Section 1.6(b)), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Borrower shall: (i) execute and deliver, or cause each such Loan Party owning any of the outstanding equity interests in such Material Subsidiary to execute and deliver, as applicable, to the Pari Passu Collateral Agent on behalf of the Pari Passu Secured Parties, a Pledge Agreement, or an Immaterial Subsidiaryamendment or supplement to an existing Pledge Agreement, if appropriate, pursuant to which all of the outstanding equity interests in such Material Subsidiary owned by the Borrower or such Loan Party shall be pledged to the Pari Passu Collateral Agent on behalf of the Pari Passu Secured Parties, together with any certificates representing all equity interests so pledged, if any, and for each such certificate representing shares of stock, a stock power executed in blank; (ii) cause such Material Subsidiary to execute and deliver to the Administrative Agent on behalf of the Lenders (i) a Guaranty, (ii) a Foreign Subsidiaryratification and acceptance of the Subordination Agreement, (iii) an agreement substantially similar to the Security Documents executed and delivered on the Closing Date and (iv) to the extent required by Section 6.16(b), a CFC Holding CompanyMortgage as to all Oil and Gas Properties containing any proved Hydrocarbon reserves owned or leased by such Material Subsidiary; (iii) cause such Material Subsidiary to execute and deliver to the Pari Passu Collateral Agent on behalf of the Pari Passu Secured Parties, or to authorize the Pari Passu Collateral Agent to file or record without such Material Subsidiary’s signature, appropriate financing statements covering the collateral of such Material Subsidiary described in the Security Documents required to be delivered pursuant to the foregoing clauses (i) or (ii); (iv) deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders and the Issuing Bank all agreements, documents, instruments and other writings of the type described in Section 4.1(a)(iii), (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, and (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower such Material Subsidiary and opinions of counsel acceptable to the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits and in form and substance satisfactory to the Lenders, Administrative Agent covering the Borrower will notify matters covered by the Agents thereof and will opinions delivered on the Closing Date with respect to such Material Subsidiary; and (v) deliver or cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in be delivered to the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or Administrative Agent on behalf of any Loan Partythe Lenders all such information regarding the condition (financial or otherwise), business and operations of such Material Subsidiary as the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign SubsidiaryAdministrative Agent, or a CFC Holding Companythe Issuing Bank or any Lender through the Administrative Agent, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary)reasonably request.

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted any additional Subsidiary (other than with respect an Excluded Subsidiary) is formed or acquired after the Effective Date or (ii) if any Subsidiary ceases to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit be an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law Holdings or contractual obligation (existing at the time of acquisition thereof Borrower will, within 30 days (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and longer period as the Administrative Agent shall reasonably agree that the cost or other consequences (including adverse tax consequencesagree) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted newly formed or acquired Subsidiary is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof (unless such Subsidiary is an Excluded Subsidiary), and promptly take will cause such actions Subsidiary (unless such Subsidiary is an Excluded Subsidiary) to create satisfy the Collateral and perfect Liens on Guarantee Requirement with respect to such Restricted Subsidiary’s assets Subsidiary and with respect to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock Equity Interest in or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations Party within fifteen (15) Business Days 45 days after such Restricted Subsidiary is formed notice (or acquired (except that, if such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Subsidiary is signed by a Foreign SubsidiaryResponsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or a CFC Holding Companyany other Loan Document to the contrary, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to (i) no more than 65% of the outstanding shares total combined voting power of Capital Stock all classes of Equity Interests entitled to vote in or of any Foreign Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Obligation herein, (ii) no Foreign Subsidiary shall guarantee or support any Obligation herein and (iii) no security or similar interest shall be granted in the assets of any Foreign Subsidiary, which security or similar guarantees or supports any Obligation herein. (b) Within 45 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary).

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, ) that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the . The Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure CREDIT AGREEMENT, Page 116 the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned additional Restricted Subsidiary (other than with respect to directors’ qualifying a Receivables Subsidiary) is formed or nominee shares)acquired after the Effective Date orSixth Amendment Date or becomes a Specified Foreign Subsidiary after the Sixth Amendment Date, (v) or any Unrestricted Subsidiary is designated as a captive insurance subsidiary Restricted Subsidiary after the Effective Date, or other special purpose entitythe Canadian Borrower Joinder Date occurs, (vi) not-for-profit Subsidiaryas applicable, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the LenderssuchSixth Amendment Date, the Parent Borrower will notify the Agents Administrative Agent and the Lenders thereof and (i) if such Subsidiary is a Domestic Subsidiary that is not an Excluded Subsidiary, such Borrower will cause such Restricted Subsidiary to become a Loan Party hereunder party to (A) the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under (B) except during a Collateral Suspension Period, the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired and designated and, except during a Collateral Suspension Period, promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10(after giving effect to the Sixth Amendment) to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Restricted Subsidiary is a Specified Canadian Subsidiary or a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) except during a Collateral Suspension Period, the Canadian Security Agreement or other applicable Foreign Security Agreement, to the extent applicable, in each case, promptly after such Restricted Subsidiary is formed, acquired or, designated andor becomes a Specified Foreign Subsidiary, and, except during a Collateral Suspension Period, promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10(after giving effect to the Sixth Amendment) to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any(x) if any Restricted Subsidiary are owned isthat is a Domestic Subsidiary, a Specified Canadian Subsidiary or a Specified Foreign Subsidiary is formed or acquired after the EffectiveSixth Amendment Date by or on behalf of any Loan Party (or, in the case of a Specified Foreign Subsidiary, is designated or otherwise becomes a Specified Foreign Subsidiary after the Sixth Amendment Date) or (y) any Unrestricted Subsidiary (other than a Receivables Subsidiary) and Darling Green Energy LLC) that is a Domestic Subsidiary or a Specified Canadian Subsidiary or a Specified Foreign Subsidiary owned directly by a Loan Party, is designated as a Restricted Subsidiary after the Effective Date,Sixth Amendment Date, except during a Collateral Suspension Period, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated or, in the case of a Specified Foreign Subsidiary, promptly after it becomes a Specified Foreign Subsidiary (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign CREDIT AGREEMENT, Page 123 Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other thanor a Disregarded Domestic Person that in each case is not a Specified Foreign Subsidiariesy , prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreignor a Specified Canadian Subsidiariesy), the voting Equity Interest in such Restricted Subsidiary shall not be required to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, theany Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of theParty prior to the Sixth Amendment Date that no longer satisfies the definition of a Specified Canadian Subsidiary or a Specified Foreign Subsidiary Loan Parties shall only secure the Foreign Obligationson the Sixth Amendment Date shall, on and as of the Sixth Amendment Date, be released from its obligations as a guarantor under the Loan Documents, any Liens granted by such entity pursuant to any Security Documents shall be released and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structurereleases contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If any Loan Party shall form With respect to each Restricted Subsidiary of Borrower that is formed or acquire acquired after the date hereof (or each Unrestricted Subsidiary that hereafter becomes a Restricted Subsidiary) (in each case, a "New Restricted Subsidiary"), Borrower shall, concurrently with the formation or acquisition of such New Restricted Subsidiary (including by redesignation of an or such Unrestricted Subsidiary as becoming a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not ): (ia) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such New Restricted Subsidiary to become a Loan Party Borrower (or, at the election of Agent or the Required Lenders, a guarantor of all of the Obligations) hereunder and under each applicable Security Document deliver such Loan Documents, or joinders thereto, as Agent may require to evidence or effectuate (i) such New Restricted Subsidiary becoming a Borrower (or, in the manner provided therein within fifteen (15) Business Days after case of such New Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect becoming a guarantor, the unconditional guarantee of) all Obligations, (ii) the grant of first priority perfected Agent's Liens on all right, title, and interest of such New Restricted Subsidiary’s assets Subsidiary in the Collateral, and (iii) such New Restricted Subsidiary becoming bound by all of the provisions of the Loan Documents applicable to secure the Obligations Borrowers (or Guarantors, as the Agents shall reasonably request. If any shares of Capital Stock case may be) or Indebtedness of such the Restricted Subsidiary are owned by Subsidiaries or on behalf of any Loan Partythe Collateral, mutatis mutandis; (b) cause the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such New Restricted Subsidiary to be become pledged may be limited to 65% of Agent in substantially the outstanding shares of Capital same manner (and substantially the same timeframe) as the Stock of other Restricted Subsidiaries have been pledged to Agent; and (c) cause to be delivered to Agent opinions of counsel, in form and substance satisfactory to Agent, in respect of such New Restricted Subsidiary).

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted any additional Subsidiary (other than an Excluded Subsidiary) or Intermediate Parent is formed or acquired after the Effective Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary, Holdings or the Borrower will, within 45 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Subsidiary or Intermediate Parent is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof (unless such Subsidiary is an Excluded Subsidiary), and will cause such Subsidiary (unless such Subsidiary is an Excluded Subsidiary) or Intermediate Parent to satisfy the applicable Collateral and Guarantee Requirements with respect to directors’ qualifying such Subsidiary or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) Intermediate Parent and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license Equity Interest in or authorization from Indebtedness of such Subsidiary or Intermediate Parent owned by any governmental authority would be required for Loan Party within 45 days after such notice (or such longer period as the provision of any such guaranty, and (viii) with respect to which the Borrower Administrative Agent shall reasonably agree and the Administrative Agent reasonably agree that the cost shall have received a completed Perfection Certificate with respect to such Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or any other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits Loan Document to the Lenderscontrary, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to no more than 65% of the outstanding shares total combined voting power and 100% of Capital Stock the total combined non-voting power of all classes of Equity Interests entitled to vote in or of any Restricted Subsidiary acquired or formed after the Effective Date that is a CFC or Disqualified Domestic Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Obligation herein. (b) Within 45 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the applicable Collateral and Guarantee Requirements shall have been taken with respect to such Subsidiary).

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a additional ----------------------------------- Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted an Inactive Subsidiary (other than with respect to directors’ qualifying is formed or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at acquired after the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the LendersEffective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Restricted Subsidiary is a Subsidiary Loan Party, the Borrower will cause such Restricted Subsidiary to become a party to the Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement in the manner provided therein within three Business Days after such Restricted Subsidiary is formed or acquired, (b) if such Restricted Subsidiary is a Subsidiary Loan Party hereunder and under that is a Subsidiary of the Borrower, the Borrower will cause such Restricted Subsidiary to become a party to each applicable Security Document in the manner provided therein within fifteen (15) three Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request. If , and (c) if any shares of Capital Stock capital stock or Indebtedness of such any additional Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged pursuant to secure the Obligations Pledge Agreement within fifteen (15) three Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Restricted Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock common stock of such Restricted Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% (or such lesser percentage as is necessary to avoid adverse tax consequences to any Loan Party) of the outstanding shares of Capital Stock common stock of such Restricted Subsidiary).

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted any additional Subsidiary (other than with respect an Excluded Subsidiary) is formed or acquired after the Effective Date or (ii) if any Subsidiary ceases to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit be an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law Holdings or contractual obligation (existing at the time of acquisition thereof Borrower will, within 30 days (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and longer period as the Administrative Agent shall reasonably agree that the cost or other consequences (including adverse tax consequencesagree) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted newly formed or acquired Subsidiary is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof (unless such Subsidiary is an Excluded Subsidiary), and promptly take will cause such actions Subsidiary (unless such Subsidiary is an Excluded Subsidiary) to create satisfy the Collateral and perfect Liens on Guarantee Requirement with respect to such Restricted Subsidiary’s assets Subsidiary and with respect to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock Equity Interest in or Indebtedness of such Restricted Subsidiary are owned by any Loan Party within 30 days after such notice (or on behalf such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or any other Loan Document to the contrary, (i) no more than 65% of the total combined voting power of all classes of Equity Interests entitled to vote in or of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to CFC or CFC Holding Company shall be pledged or similarly hypothecated to secure guarantee or support any Obligation herein, (ii) no CFC or CFC Holding Company shall guarantee or support any Obligation herein and (iii) no security or similar interest shall be granted in the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed assets of any CFC or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of which security or similar interest guarantees or supports any Obligation herein. (b) Within 30 days (or such Restricted longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be pledged may be limited taken with respect to 65% of such Subsidiary in order to satisfy the outstanding shares of Capital Stock of Collateral and Guarantee Requirement shall have been taken with respect to such Material Subsidiary).

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted any additional Subsidiary (other than an Excluded Subsidiary) or Intermediate Parent is formed or acquired after the Closing Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary, Holdings or the Borrower will, within 45 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Subsidiary or Intermediate Parent is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof, and each Specified Loan Party will cause such Subsidiary or Intermediate Parent to satisfy the applicable Collateral and Guarantee Requirements with respect to directors’ qualifying such Subsidiary or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) Intermediate Parent and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license Equity Interest in or authorization from Indebtedness of such Subsidiary or Intermediate Parent owned by any governmental authority would be required for Loan Party within 45 days after such notice (or such longer period as the provision of any such guaranty, and (viiiAdministrative Agent shall reasonably agree) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost NAI-1532775236v11532775236v9 110 Blue Bird Body Company Credit Agreement shall have received a completed Perfection Certificate with respect to such Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby. Notwithstanding anything contained in this Section 5.11 or any other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits Loan Document to the Lenderscontrary, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to no more than 65% of the outstanding shares total combined voting power of Capital Stock all classes of Equity Interests entitled to vote and 100% of the total combined non-voting power in or of any Restricted Subsidiary acquired or formed after the Closing Date that is a CFC or Disqualified Domestic Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Secured Obligation herein. (b) Within 45 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the applicable Collateral and Guarantee Requirements shall have been taken with respect to such Subsidiary).

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, ) that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders. The, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary).

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) any additional Subsidiary (other than an Excluded Subsidiary) or Intermediate Parent is formed or acquired after the Effective Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary or an Immaterial Subsidiary, Holdings or the Borrower will, within 30 days (iior such longer period as the Administrative Agent shall reasonably agree) a Foreign after such newly formed or acquired Subsidiary or Intermediate Parent is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary, notify the Administrative Agent thereof (iii) a CFC Holding Companyunless such Subsidiary is an Excluded Subsidiary), (iv) a Subsidiary that is not a wholly-owned Restricted and will cause such Subsidiary (other than unless such Subsidiary is an Excluded Subsidiary) or Intermediate Parent to satisfy the Collateral and Guarantee Requirement with respect to directors’ qualifying such Subsidiary or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) Intermediate Parent and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license Equity Interest in or authorization from Indebtedness of such Subsidiary or Intermediate Parent owned by any governmental authority would be required for Loan Party within 30 days after such notice (or such longer period as the provision of any such guaranty, and (viii) with respect to which the Borrower Administrative Agent shall reasonably agree and the Administrative Agent reasonably agree that the cost shall have received a completed Perfection Certificate with respect to such Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or any other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits Loan Document to the Lenderscontrary, absent a change in law permitting such pledge or guarantee without Tax consequences to the Borrower, as reasonably determined by the Borrower will notify in good faith consultation with the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen Administrative Agent, (15i) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to no more than 65% of the outstanding shares total combined voting power of Capital Stock all classes of Equity Interests entitled to vote in or of any Foreign Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Obligation herein, (ii) no Foreign Subsidiary shall guarantee or support any Obligation herein and (iii) no security or similar interest shall be granted in the assets of any Foreign Subsidiary, which security or similar guarantees or supports any Obligation herein. (b) Within 30 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary).

Additional Restricted Subsidiaries. If In furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as applicable, such Borrower will notify the Administrative Agent and the Lenders thereof and (including by redesignation of an Unrestricted a) if such Subsidiary as is a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Canadian Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure such Obligations, as the Administrative Agent shall reasonably request, (b) if such Subsidiary is a Canadian Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Canadian Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and CREDIT AGREEMENT, Page 80 after the Pari Passu Notes Repayment Date, only the Canadian Obligations and (B) the Canadian Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations (until the Pari Passu Notes Repayment Date) and the Canadian Obligations, as the Agents Administrative Agent shall reasonably request. If request and (d) if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause the Equity Interests of each such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral Restricted Subsidiary to be pledged pursuant to secure the Obligations within fifteen (15) Business Days Security Agreement and/or Canadian Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated (except that, if such Restricted Subsidiary is (i) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, after the Canadian Borrower Joinder Date and prior to the Pari Passu Notes Repayment Date, Canadian Subsidiaries; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Canadian Subsidiaries which are Foreign Subsidiaries) or (ii) a Foreign SubsidiarySubsidiary (other than, prior to the Pari Passu Notes Repayment Date, Canadian Subsidiaries; provided that in no event shall this parenthetical apply to any direct or a CFC Holding Companyindirect holding companies of any Canadian Subsidiaries which are Foreign Subsidiaries), shares of Capital Stock of the Equity Interest in such Restricted Subsidiary to be pledged may pursuant to the Security Agreement and/or the Canadian Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document, on and after the Pari Passu Notes Repayment Date the Canadian Loan Parties shall only guarantee the Canadian Obligations and the assets and property of the Canadian Loan Parties shall only secure the Canadian Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Canadian Collateral Reallocation”).

Additional Restricted Subsidiaries. If Within thirty (30) days (or such later date as agreed to by the Administrative Agent in its sole discretion) after the acquisition or formation of any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), an Excluded Subsidiary): (va) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Restricted Subsidiary, or a CFC Holding Companynotify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of Capital Stock each class of such Restricted Subsidiary to be pledged may be limited to 65% Equity Interests outstanding, (iii) number and percentage of the outstanding shares of Capital Stock each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) if such Subsidiary is an Unrestricted Subsidiary, notify the Administrative Agent thereof in writing, together with such Unrestricted Subsidiary’s jurisdiction of formation; and (c) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.1(b) and (d) 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 the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding any other provision in this Agreement or any other Credit Document, no FSHCO, Foreign Subsidiary that is a CFC or a Subsidiary of a CFC shall be required to pledge any of its assets to secure any obligations of the Borrower under the Credit Documents or guarantee the obligations of the Borrower under the Credit Documents.

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the CREDIT AGREEMENT, Page 101 Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets that are required to be granted hereunder and under the applicable Security Documents to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary).

Additional Restricted Subsidiaries. (a) If (i) any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation way of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (iDivision) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted additional Subsidiary (other than with respect an Excluded Subsidiary) is formed or acquired after the Restatement Date or (ii) if any Material Subsidiary ceases to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit be an Excluded Subsidiary, Parent, Holdings or the Borrower will, within thirty (vii30) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof days (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and longer period as the Administrative Agent shall reasonably agree that the cost or other consequences (including adverse tax consequencesagree) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted newly formed or acquired Subsidiary is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof (unless such Subsidiary is an Excluded Subsidiary (other than by virtue of a Division)), and promptly take will cause such actions Subsidiary (unless such Subsidiary is an Excluded Subsidiary) to create satisfy the Collateral and perfect Liens on Guarantee Requirement with respect to such Restricted Subsidiary’s assets Subsidiary and with respect to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock Equity Interest in or Indebtedness of such Restricted Subsidiary are owned by any Loan Party within thirty (30) days after such notice (or on behalf such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Subsidiary signed by a Responsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or any other Loan Document to the contrary, (i) no more than 65% of the total combined voting power of all classes of Equity Interests entitled to vote in or of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to CFC or CFC Holding Company shall be pledged or similarly hypothecated to secure guarantee or support any Obligation herein, (ii) no Foreign Subsidiary or CFC Holding Company shall guarantee or support any Obligation herein and (iii) no security or similar interest shall be granted in the Obligations within fifteen (15) Business Days after such Restricted assets of any Foreign Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of which security or similar interest guarantees or supports any Obligation herein. (b) Within thirty (30) days (or such Restricted Subsidiary longer period as the Administrative Agent may reasonably agree) after Parent, Holdings or the Borrower identifies any new Material Subsidiary, all actions (if any) required to be pledged may be limited taken with respect to 65% of such Material Subsidiary in order to satisfy the outstanding shares of Capital Stock of Collateral and Guarantee Requirement shall have been taken with respect to such Material Subsidiary).

Additional Restricted Subsidiaries. If Within thirty (30) days (or such later date as agreed to by the Administrative Agent in its sole discretion) after the acquisition or formation of any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), an Excluded Subsidiary): (va) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Restricted Subsidiary, or a CFC Holding Companynotify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of Capital Stock each class of such Restricted Subsidiary to be pledged may be limited to 65% Equity Interests outstanding, (iii) number and percentage of the outstanding shares of Capital Stock each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) if such Subsidiary is an Unrestricted Subsidiary, notify the Administrative Agent thereof in writing, together with such Unrestricted Subsidiary’s jurisdiction of formation; and (c) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.1(b) and (d) (with the certification regarding the absence of any Material Adverse Effect with respect to the Borrower and its Subsidiaries to be made with respect to the period from the last day of the immediately preceding Fiscal Year to the date of such Subsidiarycertificate) 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 the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding any other provision in this Agreement or any other Credit Document, no FSHCO, Foreign Subsidiary that is a CFC or a Subsidiary of a CFC shall be required to pledge any of its assets to secure any obligations of the Borrower under the Credit Documents or guarantee the obligations of the Borrower under the Credit Documents.

Additional Restricted Subsidiaries. If (a) Subject to Section 13(b) hereof, the Company and the Restricted Subsidiaries party hereto hereby agree that they shall, concurrently with the formation or acquisition of any Loan Party shall form or acquire a new Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a "Additional Restricted Subsidiary), including cause that Additional Restricted Subsidiary to enter into a joinder hereto, substantially in the form of Exhibit C hereto, concurrently with the execution and delivery of any Collateral Documents which are then required to be delivered by means that Additional Restricted Subsidiary pursuant to any then applicable Credit Documents. To the extent that the equity securities of a “plan of division” under that Additional Restricted Subsidiary are then required to be delivered in pledge to secure any Obligations, the Delaware Limited Liability Company Act same shall be delivered to and held by Collateral Agent in accordance with the terms hereof. (b) Nothing in this Agreement or any comparable transaction under any similar law, that is not Collateral Document shall require (i) an Immaterial Subsidiary, Additional Restricted Subsidiary to execute and deliver any Collateral Document or (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying the Company or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such relevant Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in pledge the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed capital stock or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness other equity interests of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Additional Restricted Subsidiary to be pledged may be limited to 65% the extent that such action would violate applicable Gaming Laws until the Company, the Additional Restricted Subsidiary or any other relevant Restricted Subsidiary has obtained any necessary approvals or consents of any Gaming Boards or Government Agencies. Each of the outstanding shares of Capital Stock of Company, such Additional Restricted Subsidiary and any other relevant Restricted Subsidiaries shall diligently pursue such necessary approvals and consents, including submitting applications for such approvals and consents at the same time as applications for gaming licenses for any such Additional Restricted Subsidiary).

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted any additional Subsidiary (other than with respect an Excluded Subsidiary) is formed or acquired after the Effective Date or (ii) if any Subsidiary ceases to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit be an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof Borrower will, within 30 days (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and longer period as the Administrative Agent shall reasonably agree that the cost or other consequences (including adverse tax consequencesagree) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted newly formed or acquired Subsidiary is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof (unless such Subsidiary is an Excluded Subsidiary), and promptly take will cause such actions Subsidiary (unless such Subsidiary is an Excluded Subsidiary) to create satisfy the Collateral and perfect Liens on Guarantee Requirement with respect to such Restricted Subsidiary’s assets Subsidiary and with respect to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock Equity Interest in or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations Party within fifteen (15) Business Days 45 days after such Restricted Subsidiary is formed notice (or acquired (except that, if such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Subsidiary is signed by a Foreign SubsidiaryResponsible Officer, together with all attachments contemplated thereby). Notwithstanding anything contained in this Section 5.11 or a CFC Holding Companyany other Loan Document to the contrary, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to (i) no more than 65% of the outstanding shares total combined voting power of Capital Stock all classes of Equity Interests entitled to vote in or of any Foreign Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Obligation herein, (ii) no Foreign Subsidiary shall guarantee or support any Obligation herein and (iii) no security or similar interest shall be granted in the assets of any Foreign Subsidiary, which security or similar guarantees or supports any Obligation herein. (b) Within 45 days (or such longer period as the Administrative Agent may reasonably agree) after the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the Collateral and Guarantee Requirement shall have been taken with respect to such Subsidiary).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. If Subject to Section 5.10(f) and the Agreed Security Principles, in furtherance of the foregoing, if any Loan Party shall form additional Subsidiary (other than a Receivables Subsidiary) is formed or acquire acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs, as a Restricted Subsidiary)applicable, including by means of a “plan of division” under such Borrower will notify the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not Administrative Agent and the Lenders thereof and (i) an Immaterial Subsidiary, (ii) if such Subsidiary is a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Domestic Subsidiary that is not a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit an Excluded Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license or authorization from any governmental authority would be required for the provision of any such guaranty, and (viii) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits to the Lenders, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and under the U.S. Security Agreement, in each applicable Security Document in the manner provided therein within fifteen (15) Business Days case, promptly after such Restricted Subsidiary is formed formed, acquired or acquired designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such Obligations, as the Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to (A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations, as the Agents Administrative Agent shall reasonably request. If request and (iii) subject to the Agreed Security Principles, if any shares of Capital Stock or Indebtedness of such Equity Interest in any Restricted Subsidiary are owned is acquired after the Effective Date by or on behalf of any Loan PartyParty or any Unrestricted Subsidiary (other than a Receivables Subsidiary) is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares Equity Interests of Capital Stock of each such Restricted Subsidiary to be pledged may pursuant to the U.S. Security Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or (y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; CREDIT AGREEMENT, Page 112 provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as applicable, shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”).

Additional Restricted Subsidiaries. (a) If any Loan Party shall form or acquire a Restricted Subsidiary (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, that is not (i) an Immaterial Subsidiary, (ii) a Foreign Subsidiary, (iii) a CFC Holding Company, (iv) a Subsidiary that is not a wholly-owned Restricted any additional Subsidiary (other than an Excluded Subsidiary) or Intermediate Parent is formed or acquired after the Closing Date or (ii) if any Subsidiary ceases to be an Excluded Subsidiary, Holdings or the Borrower will, within 45 days (or such longer period as the Administrative Agent shall reasonably agree) after such newly formed or acquired Subsidiary or Intermediate Parent is formed or acquired or such Subsidiary ceases to be an Excluded Subsidiary, notify the Administrative Agent thereof, and each Specified Loan Party will cause such Subsidiary or Intermediate Parent to satisfy the applicable Collateral and Guarantee Requirements with respect to directors’ qualifying such Subsidiary or nominee shares), (v) a captive insurance subsidiary or other special purpose entity, (vi) not-for-profit Subsidiary, (vii) a subsidiary prohibited by applicable law or contractual obligation (existing at the time of acquisition thereof (or redesignation) Intermediate Parent and not created in contemplation of such acquisition) from guaranteeing or granting Liens to secure any of the Obligations or with respect to which any consent, approval, license Equity Interest in or authorization from Indebtedness of such Subsidiary or Intermediate Parent owned by any governmental authority would be required for Loan Party within 45 days after such notice (or such longer period as the provision of any such guaranty, and (viiiAdministrative Agent shall reasonably agree) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost shall have received a completed Perfection Certificate with respect to such Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments contemplated thereby. Notwithstanding anything contained in this Section 5.11 or any other consequences (including adverse tax consequences) of providing a guaranty of the Obligations outweigh the benefits Loan Document to the Lenderscontrary, the Borrower will notify the Agents thereof and will cause such Restricted Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets to secure the Obligations as the Agents shall reasonably request. If any shares of Capital Stock or Indebtedness of such Restricted Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness and otherwise constituting Collateral to be pledged to secure the Obligations within fifteen (15) Business Days after such Restricted Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, or a CFC Holding Company, shares of Capital Stock of such Restricted Subsidiary to be pledged may be limited to no more than 65% of the outstanding shares total combined voting power of Capital Stock all classes of Equity 106 Blue Bird Body Company Credit Agreement Interests entitled to vote and 100% of the total combined non-voting power in or of any Restricted Subsidiary acquired or formed after the Closing Date that is a CFC or Disqualified Domestic Subsidiary shall be pledged or similarly hypothecated to guarantee or support any Secured Obligation herein. (b) Within 45 days (or such longer period as the Administrative Agent may reasonably agree) after Holdings or the Borrower identifies any new Material Subsidiary pursuant to Section 5.03(b), all actions (if any) required to be taken with respect to such Subsidiary in order to satisfy the applicable Collateral and Guarantee Requirements shall have been taken with respect to such Subsidiary).