Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or formation of any Canadian Subsidiary (or such later date upon which such Subsidiary commences business):Domestic Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party a 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; and (b) if such Subsidiary is a Domestic Subsidiary and a Wholly Owned 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(e) and (IIIf) incumbency certificates for such Subsidiary, in each case certified and if reasonably requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed all in blank, form and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, none of the Excluded Domestic Subsidiaries shall be required to become a Guarantor with respect to PRA’s Obligations under the Loan Documents. (c) if such Subsidiary is a Canadian Subsidiary and a Wholly Owned Subsidiary, cause such Person to (i) become a Guarantor with respect to the Canadian Borrower Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Canadian Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Canadian Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) (or applicable Canadian equivalents) and if reasonably requested by the Canadian Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form and content reasonably satisfactory to the Canadian Administrative Agent.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) The Borrower Representative shall notify the Administrative Agent thereof at the time that any Person becomes a Subsidiary of a Borrower and promptly thereafter (and in writingany event within thirty (30) days or such later period as the Administrative Agent may agree), together with (a) unless such Person is a Regulated Subsidiary (except to the extent such Regulated Subsidiary (i) jurisdiction of formation, is not prohibited under applicable law by the CPUC or any other applicable regulatory authority from becoming a Guarantor or a Loan Party hereunder or (ii) number has obtained the express written approval of shares of each class of Equity Interests outstanding, (iiithe CPUC or such other applicable regulatory authority) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party or any is designated as an Unrestricted Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights in accordance with respect thereto; and (b) if such Subsidiary is a Domestic SubsidiarySection 5.17, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement Guaranty Agreement, joinder to an existing Guaranty Agreement, or such other documents document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies documents of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified the types referred to be true and complete by an Authorized Officer of such Subsidiaryin Section 3.01(a)(xiii), (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantorxiv), and (IIIxv), as applicable, (iii) incumbency certificates for such Subsidiary, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, deliver a favorable opinion of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i) above and clause (iv) below), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent, and (iv) execute such other Security Instruments as the Administrative Agent may reasonably request, in each case to secure the Obligations, and (b) cause any Person (other than any Regulated Subsidiary (except to the extent such Regulated Subsidiary (i) is not prohibited under applicable law by the CPUC or any other applicable regulatory authority from executing a Pledge Agreement or (ii) has obtained the express written approval of the CPUC or such other applicable regulatory authority) or Unrestricted Subsidiary) who is a stockholder or equityholder of such Subsidiary to execute a Pledge Agreement as a “Recourse Pledgor” pledging one hundred percent (100%) of its interests in the Equity Interest of such Subsidiary to secure the Obligations and such evidence of corporate authority to enter into and such legal opinion in relation to such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby, if any, and appropriately executed stock powers in blank, if applicable; provided, however, that if such Person is a direct Subsidiary of a Borrower or of a Domestic Subsidiary and is organized or incorporated outside of the United States of America and is treated as a “controlled foreign corporation” as defined in Section 957 of the Code, no more than sixty-five percent (65%) of the outstanding Voting Securities of such Person shall be pledged to secure the Obligations.

Additional Subsidiaries. Within forty-five (45) days after Notify the Administrative Agent of the creation or acquisition or formation of any Subsidiary and promptly thereafter (but in any event within 30 days or such a later date upon which such Subsidiary commences business): (a) notify acceptable to the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiaryits sole discretion), cause such Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder joinder to this Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose, (iib) pledge a security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the parent of such Subsidiary to pledge a security interest in all Equity Interests issued by such Subsidiary, by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (c) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall documents and certificates referred to in Section 3.01 as may be certified to be true and complete reasonably requested by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iiid) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary original Equity Interests or appropriate to perfect other certificates and stock or other transfer powers evidencing the security interests in the personal property collateral Equity Interests of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentPerson, (Be) such patent, trademark and copyright notices, filings and recordations necessary or appropriate deliver to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by Administrative Agent updated Schedules to the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance Loan Documents with respect to such Subsidiary required Person as requested by the Credit DocumentsAdministrative Agent, identifying the Collateral Agent as lender’s loss payee with respect (f) if such Subsidiary owns any real property, enter into a fully executed Mortgage covering such real properties to the casualty insurance extent required pursuant to Section 5.14, together with each of the items required under Section 5.14; and additional insured with respect (g) deliver to the liability insuranceAdministrative Agent such other documents as may be reasonably requested by the Administrative Agent, as appropriateall in form, content and scope reasonably satisfactory to the Administrative Agent and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in each case clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, (i) no Foreign Subsidiary that is treated as a CFC or FSHCO shall be required to become a Guarantor or enter into any Security Documents, (ii) any Loan Party or any Domestic Subsidiary that is an equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary or FSHCO pursuant to the Pledge Agreement, and (iii) none of the Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or FSHCO shall be pledged, except that 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by a FSHCO shall be pledged.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) as the Administrative Agent may agree in its sole discretion), notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationorganization (or foreign equivalent), (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Loan Party or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) identification as to whether such Subsidiary is an Excluded Subsidiary; and (b) if Within sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion) after (i) the acquisition or formation of any Subsidiary is a Domestic (other than any Excluded Subsidiary) or (ii) the date on which any Subsidiary that was formerly an Excluded Subsidiary ceases to be an Excluded Subsidiary, in each case, cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) on the Funding Date, cause each Subsidiary (other than any Excluded Subsidiary) that was formed or acquired after the Effective Date but prior to the Funding Date 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 deem appropriate reasonably request for such purpose, purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Domestic Subsidiary (or such later date upon which such any Subsidiary commences business): (a) directly owned by a Domestic Subsidiary, notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary, if such Subsidiary Person is a Domestic Subsidiary, cause such Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiy) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(f) and (IIIg) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (x)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Upon the guarantee by any Subsidiary of any Indebtedness incurred pursuant to Section 8.03(g), concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to (x) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any (i) Domestic Subsidiary or (or such later date upon which such ii) any Foreign Subsidiary commences business):that is a direct Subsidiary of a Loan Party: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) except as provided below, if such Subsidiary is a Domestic SubsidiarySubsidiary (other than an Excluded Subsidiaries, unless the Borrower otherwise consents in writing), 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 deem appropriate for such purpose, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Organization Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance resolutions and additional insured with respect to the liability insurancefavorable opinions of counsel, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Finsub shall not be required to become a Guarantor. Notwithstanding the foregoing, the requirements set forth in Section 7.10(b) shall not apply to any Domestic Subsidiary that is a direct Subsidiary of a Foreign Subsidiary, if such requirements would cause the undistributed earnings of such Foreign Subsidiary, as determined for United States federal income tax purposes, to be treated as a deemed dividend to the Foreign Subsidiary’s parent, or otherwise result in a material adverse tax consequence.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (direct or such later date upon which such Subsidiary commences business):indirect Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit a Loan Party 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; and; (b) if such Subsidiary is (A) a Domestic Subsidiary that is a Wholly Owned Subsidiary of a Loan Party (and not a Subsidiary of a non-Guarantor Foreign Subsidiary), (B) a Domestic Subsidiary (other than a Subsidiary of a non-Guarantor Foreign Subsidiary) that is not a Wholly Owned Subsidiary but could become a Guarantor without violating the terms of its organizational documents, or (C) a Foreign Subsidiary that the Borrower elects in its sole discretion to cause to become a Guarantor, cause such Person to (i1) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii2) if requested by the Administrative Agent, deliver to the Administrative Agent (A) copies documents of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified the types referred to be true and complete by an Authorized Officer of such Subsidiaryin Sections 5.01(b), (Bf) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiaryg), in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) if such Subsidiary is the first Subsidiary of the Borrower to be acquired or formed after the Closing Date, cause to be a delivered to the Administrative Agent (i) a fully executed counterpart of the Pledge Agreement, properly executed by the Borrower and, if the applicable Subsidiary will be a Guarantor, such Subsidiary and (ii) an opinion of legal counsel to the Borrower and, if applicable, such Subsidiary, dated as of the date of the Pledge Agreement and in form and substance reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five (45) days after Notify the Administrative Agent of the creation or acquisition or formation of any Subsidiary and promptly thereafter (but in any event within 30 days or such a later date upon which such Subsidiary commences business): (a) notify acceptable to the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiaryits sole discretion), cause such Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder joinder to this Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose, (iib) pledge a security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the parent of such Subsidiary to pledge a security interest in all Equity Interests issued by such Subsidiary, by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (c) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall documents and certificates referred to in Section 3.01 as may be certified to be true and complete reasonably requested by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iiid) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary original Equity Interests or appropriate to perfect other certificates and stock or other transfer powers evidencing the security interests in the personal property collateral Equity Interests of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentPerson, (Be) such patent, trademark and copyright notices, filings and recordations necessary or appropriate deliver to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by Administrative Agent updated Schedules to the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance Loan Documents with respect to such Subsidiary required Person as requested by the Credit DocumentsAdministrative Agent, identifying the Collateral Agent as lender’s loss payee with respect and (f) deliver to the casualty insurance Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and additional insured with respect scope reasonably satisfactory to the liability insuranceAdministrative Agent and, as appropriateif requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in each case clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, (i) no Foreign Subsidiary that is treated as a CFC or FSHCO shall be required to become a Guarantor or enter into any Security Documents, (ii) any Loan Party or any Domestic Subsidiary that is an equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary or FSHCO pursuant to the Pledge Agreement, and (iii) none of the Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or FSHCO shall be pledged, except that 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by a FSHCO shall be pledged.

Additional Subsidiaries. Within forty-five In the event that the Company or any Subsidiary shall cause a new Subsidiary to be formed, or acquire such shares of any corporation, or such equity interest in any other Person, that it shall become a Subsidiary, the Company shall give the Bank not less than fifteen (4515) days after notice following the formation or acquisition of a new Subsidiary or of such Subsidiary, which notice shall (i) specify the name and state of incorporation or formation of any Subsidiary (such new Subsidiary, identify each of the shareholders, or such later date upon which such Subsidiary commences business): (a) notify other equity owners therein, and state the Administrative Agent thereof in writing, together with the (i) jurisdiction number of formationshares or other equity interest owned by each of them, (ii) number of shares of each class of Equity Interests outstandingstate whether it is to be a party to a lease or management agreement and identify the other party thereto, (iii) number and percentage give the address of outstanding shares of each class owned (directly any Restaurant-Related Business or indirectly) other facility to be operated or managed by the applicable Credit Party or any Subsidiary such 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; and (b) if state the amount to be invested by the Company in such Subsidiary is or to be paid by it to acquire same. Concurrently with the Company's creating or acquiring a Domestic new Subsidiary, cause such Person to (i) become Subsidiary shall execute and deliver a Guarantor by executing and delivering Guaranty to the Administrative Agent Bank, and a Guarantor Joinder Subsidiary's Security Agreement pursuant to which such Subsidiary, as debtor, shall grant to the Bank a first priority perfected security interest in its Subsidiary's Collateral subject only to the lien of Purchase Money Indebtedness in respect thereof. All of the shares in any such Subsidiary which have been issued to the Company or to any Subsidiary, together with stock powers executed in blank by the record owner of such shares, or if applicable a collateral assignment of any other form of equity interest in a Subsidiary, sufficient to transfer such shares or other interest upon delivery, shall be delivered by the Company to the Bank promptly after the Company, or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary's receipt thereof, which shall be certified to be true shares and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement stock powers or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery collateral assignment will thereupon become part of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence Company's Collateral or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute other Subsidiary's Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date including, without limitation, upon which such the formation of any Subsidiary commences businessthat is a Delaware Divided LLC) (it being understood that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Person (other than any Excluded Subsidiary) to (i) to become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate reasonably request for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f)-(h) (A) copies or, in the case of articles of incorporation, certificate of organization or formation, or other like document for such any Non-U.S. Subsidiary, which shall be certified comparable security documents, including local law equity pledge or similar agreements) in order to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory grant Liens to the Administrative AgentAgent for the benefit of the Secured Parties in all assets of, (C) copies of certificates of good standingand the Equity Interests in, existence or the like of a recent date for such Subsidiary from constituting Collateral and favorable opinions of counsel to such Persons (which shall cover, among other things, the appropriate Governmental Authority legality, validity, binding effect and enforceability of its jurisdiction of formation the documentation referred to in clause (i) or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateralii), as determined by the Collateral Agentapplicable), (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that an Exempt Immaterial Subsidiary shall not be required to deliver any Collateral Documents (other than an equity pledge or similar agreement granting Liens to the Administrative Agent for the benefit of the Secured Parties in the Equity Interests in such Exempt Immaterial Subsidiary) governed by the laws of the jurisdiction in which such Exempt Immaterial Subsidiary is organized until such Exempt Immaterial Subsidiary ceases to constitute an Exempt Immaterial Subsidiary.

Additional Subsidiaries. Within forty-five (45) days Form or acquire direct or indirect Subsidiaries only which are in the same business as the Borrower. At the Borrower’s own expense, promptly, and in any event within 10 Business Days after the formation or acquisition or formation of any new direct or indirect Subsidiary of the Borrower after the date hereof, (or such later date upon which such Subsidiary commences business): (ai) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationsuch event, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by amend the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic 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 Security Documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer in light of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents event to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered pledge to the Collateral Agent (A) such UCC financing statements necessary for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateralinterest created thereby, as determined by (iii) deliver to the Collateral Agent, (B) such patent, trademark Agent all stock certificates and copyright notices, filings and recordations necessary or appropriate other instruments added to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agentthereby free and clear of all Liens, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with accompanied by undated stock powers or other instruments of transfer powers executed in blank, (iv) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a Subsidiary Guaranty Agreement, (v) cause each document (including each UCC financing statement and (D) certificates of insurance for casualty, liability and any other insurance each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Credit DocumentsAdministrative Agent to be filed, identifying registered or recorded in order to create in favor of the Collateral Agent as lender’s loss payee for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the casualty insurance and additional insured with respect Administrative Agent determines that such property is not material to the liability insurancebusiness of such Subsidiary), as appropriate, and (vi) deliver an opinion of counsel in each case in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent with respect to each such Person and the matters set forth in this section.

Additional Subsidiaries. Within forty-five (45) days after Notify the Administrative Agent in writing of the creation or acquisition or formation of any Subsidiary and promptly thereafter (but in any event within 30 days or such a later date upon which such Subsidiary commences business): (a) notify acceptable to the Administrative Agent thereof Required Lenders in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiarytheir sole discretion), cause such Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder joinder to this Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose, (iib) pledge a security interest in all assets and properties owned by such Subsidiary that are of a type that would constitute Collateral and cause the parent of such Subsidiary to pledge a security interest in all Equity Interests issued by such Subsidiary, by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (c) deliver to the Administrative Agent such documents and certificates referred to in Section 3.01 as may be reasonably requested by the Administrative Agent or the Required Lenders, (Ad) copies of articles of incorporation, certificate of organization or formation, deliver to the Administrative Agent such original Equity Interests or other like document for such Subsidiary, which shall be certified to be true certificates and complete by an Authorized Officer stock or other transfer powers evidencing the Equity Interests of such SubsidiaryPerson, (Be) (I) copies of bylaws, operating agreement, partnership agreement or like document for deliver to the Administrative Agent updated Schedules to the Loan Documents with respect to such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining Person as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (Cf) copies of certificates of good standing, existence or the like of a recent date for if such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationowns any real property, and (iii) deliver or cause to be delivered enter into a fully executed Mortgage covering such real properties to the Collateral Agent (A) such UCC financing statements necessary or appropriate extent required pursuant to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute CollateralSection 5.14, together with undated stock transfer powers executed in blank, each of the items required under Section 5.14; and (Dg) certificates of insurance for casualty, liability and any deliver to the Administrative Agent such other insurance with respect to such Subsidiary required documents as may be reasonably requested by the Credit DocumentsAdministrative Agent or the Required Lenders, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent and the Required Lenders and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Required Lenders; provided that, (i) no Foreign Subsidiary that is treated as a CFC or FSHCO shall be required to become a Guarantor or enter into any Security Documents, (ii) any Loan Party or any Domestic Subsidiary that is an equity holder of a First-Tier Foreign Subsidiary or FSHCO shall only be required to pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary or FSHCO pursuant to the Pledge Agreement, and (iii) none of the Equity Interests of a Subsidiary of a First-Tier Foreign Subsidiary or FSHCO shall be pledged, except that 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any First-Tier Foreign Subsidiary owned by a FSHCO shall be pledged.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary) or (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary), (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or such later date upon which such (z) any Restricted Subsidiary commences business):that is a non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (iiB) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) grant Liens in respect of its property and assets in the manner required under Section 7.14; and (c) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) copies of articles of incorporation, certificate of organization or formation, or other like document for if such Restricted Subsidiary is a Wholly Owned Subsidiary, which shall be certified cause such Person to be true and complete by an Authorized Officer become a Guarantor of such Subsidiarythe Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (IA) copies of bylawsapply, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving upon the transactions contemplated in connection with the financing and authorizing execution and delivery request of the Credit Documents to which such Subsidiary is joining as a GuarantorAdministrative Agent in its sole discretion, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent such Organization Documents, (C) copies resolutions and favorable opinions of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance counsel with respect to such Subsidiary required by the Credit DocumentsGuarantor, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent, and (C) grant Liens in respect of its property and assets in the manner required under Section 7.14. Notwithstanding the foregoing, the requirements of this Section 7.12 shall not apply with respect to any Subsidiary the assets of which constitute “Excluded Property” pursuant to clause (g) of the definition of “Excluded Property”.

Additional Subsidiaries. (a) Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction the redesignation of formation, an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(b) below or (ii) number the creation or acquisition of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Restricted Subsidiary, including in connection with any Permitted Acquisition (any such Restricted Subsidiary, a "New Subsidiary"), cause such Person to (i) become a Guarantor by executing be executed and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent) (A) copies of articles of incorporationa duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Master Subsidiary Guaranty Agreement, certificate of organization or formation, or the Collateral Agreement and any other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiaryapplicable Security Documents, (B) (Iupdated Schedules 7.1(a) copies and 7.1(b) reflecting the creation or acquisition of bylaws, operating agreement, partnership agreement or like document for such New Subsidiary, (IIC) copies of resolutions approving favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the transactions contemplated in connection with the financing Administrative Agent and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer Lenders in form and substance reasonably satisfactory to the Administrative Agent with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Canadian Borrower or such Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent. (b) The Canadian Borrower may, at any time and upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary (Cother than any Subsidiary SPE or any member of [***]) copies of certificates of good standingas a Restricted Subsidiary. Further, existence promptly after the date on which the Canadian Borrower or the like Administrative Agent determines that: (i) any individual Unrestricted Subsidiary (other than any Subsidiary SPE or any member of [***]) and its respective Subsidiaries (A) represent five percent (5%) or more of (1) the Consolidated assets of the Canadian Borrower and its Subsidiaries (including all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) as of the most recently ended fiscal quarter prior to such date or (2) EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) of the Canadian Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) are or become the obligor on any Indebtedness (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Canadian Borrower or any Restricted Subsidiary; or (ii) any individual Unrestricted Subsidiary provides a recent date for such Subsidiary from the appropriate Governmental Authority guarantee of its jurisdiction any permitted Indebtedness of formation any Credit Party or organization, and any Restricted Subsidiary; and (iii) deliver all Unrestricted Subsidiaries (other than any Subsidiary SPE or cause to be delivered to the Collateral Agent any member of [***]) and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Canadian Borrower and its Subsidiaries (including all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) as of the most recently ended fiscal quarter prior to such UCC financing statements necessary date or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patentEBITDA (notwithstanding the definition thereof, trademark and copyright notices, filings and recordations necessary or appropriate calculated to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require include all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) for the four (4) consecutive fiscal quarters most recently ended prior to make such date; then, in the case of clauses (i) and (ii), such Unrestricted Subsidiary (other than any filings Subsidiary SPE or take any actions member of [***]) shall be redesignated as a Restricted Subsidiary and in the case of clause (iii), the Canadian Borrower shall promptly identify in writing to record the Administrative Agent such Unrestricted Subsidiaries (other than any Subsidiary SPE or perfect any member of [***]) 119 to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***]) and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside Consolidated assets of the United States, Canadian Borrower and its Subsidiaries (Cincluding all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, as of the most recently ended fiscal quarter prior to such date and (DB) certificates EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of insurance [***])) for casualty, liability and any other insurance with respect the four (4) consecutive fiscal quarters most recently ended prior to such Subsidiary required by date. (c) So long as no Default or Event of Default has occurred and is continuing, the Credit DocumentsCanadian Borrower shall be permitted, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory on prior written notice to the Administrative Agent., to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary if, and only if, such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (1) the Consolidated assets of the Canadian Borrower and its Subsidiaries (including all Unrestricted Subsidiaries (other than any Subsidiary SPE or any member of [***])) as of the most recently ended fiscal quarter prior to such date and (2)

Additional Subsidiaries. (a) Within forty-five (45) days (or such longer period as may be agreed to by the Administrative Agent (at the direction of the Required Purchasers in their sole discretion)) after the acquisition or formation of any Subsidiary (or such later date including, without limitation, upon which such the formation of any Subsidiary commences businessthat is a Delaware Divided LLC) (it being understood that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Issuer or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person (other than any Excluded Subsidiary) to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent (at the direction of the Required Purchasers) shall deem appropriate reasonably request for such purpose, and (iiB) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A) copies of articles of incorporation)), certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Credit Parties may designate any Eligible Foreign Subsidiary as a Guarantor, notwithstanding that such Subsidiary would otherwise constitute an Excluded Subsidiary, by delivery to the Administrative Agent of (i) a duly executed guaranty or such other document(s) as the Administrative Agent (at the direction of the Required Purchasers) shall deem appropriate for such purpose, (ii) documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) and (ii) such other documents as may be reasonably requested by the Administrative Agent or the Required Purchasers, all in form, detail and scope reasonably satisfactory to the Administrative Agent and the Required Purchasers; provided, that, in no event shall any Eligible Foreign Subsidiary become a Guarantor, (x) if the Administrative Agent and each Purchaser shall have not (A) completed all “know your customer” due diligence in relation to such Eligible Foreign Subsidiary and (B) received the documentation and other information requested by the Administrative Agent or any of the Purchasers in order to comply with applicable Law, including the PATRIOT Act, Sanctions, the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 and other similar anti-corruption legislation in other jurisdictions and any other applicable act(s) and/or ordinance(s) of any applicable jurisdiction, (y) if it is unlawful under any applicable Law for such Eligible Foreign Subsidiary to guaranty the Obligations or for the Administrative Agent or any of the Purchasers to do business with such Eligible Foreign Subsidiary as required by this Agreement, or (z) if the Administrative Agent or any of the Purchasers are restricted by operational or administrative procedures or other applicable internal policies from extending credit, or doing business with, Persons in the jurisdiction in which such Eligible Foreign Subsidiary is located or domiciled.

Additional Subsidiaries. Within (a) Promptly, and in any event, not later than forty-five (45) days days, after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) Subsidiary, notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party any Borrower or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) a statement as to whether such Subsidiary is a Material Subsidiary; and (b) if such Promptly, and in any event, not later than forty-five (45) days, (i) after the acquisition or formation of any Domestic Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary) or (ii) the date on which any Domestic Subsidiary becomes a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (iA) become a Domestic 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 (iiB) deliver to the Administrative Agent or the Collateral Agent, as applicable, documents of the types referred to in Section 5.01(g) and (prior to the Collateral Release Date) Section 5.01(h) (and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A) copies of articles of incorporation)), certificate of organization or formationall in form, or other like document for such Subsidiary, which shall be certified content and scope reasonably satisfactory to be true the Administrative Agent and complete by an Authorized Officer of such Subsidiary, the Collateral Agent and (BC) (Iprior to the Collateral Release Date) copies of bylawsbecome a party to the Intercreditor Agreement by executing and delivering to the Administrative Agent a joinder agreement to the Intercreditor Agreement, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer all in form and substance reasonably satisfactory to the Administrative Agent. (c) Promptly, and in any event, not later than forty-five (45) days, (Ci) copies after the acquisition or formation of certificates of good standingany Foreign Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary or Foreign Subsidiary not organized in the United Kingdom) or (b) the date on which any Foreign Subsidiary becomes a Material Subsidiary (other than a Regulated Subsidiary or Foreign Subsidiary not organized in the United Kingdom), existence cause such Person to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the like of a recent date Administrative Agent shall reasonably deem appropriate for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationpurpose, and (iiiB)(i) deliver or cause to be delivered (prior to the Collateral Release Date) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and (ii) such documents of the types referred to in Sections 5.01(g) and (prior to the Collateral Release Date) (h) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (d) If at any time any Domestic Subsidiary that is not a Domestic Guarantor provides a guarantee of any Person’s obligations with respect to any Indebtedness, then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) (prior to the Collateral Release Date) deliver to the Collateral Agent such security documents as the Collateral Agent shall reasonably request (consistent with those provided by Domestic Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent. (e) If at any time any Foreign Subsidiary that is not a Foreign Guarantor provides a guarantee of any Person’s obligations with respect to any Indebtedness, then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (f) If at any time any Domestic Subsidiary that is not a Domestic Guarantor provides a guarantee of any Person’s obligations with respect to the 2008 Senior Notes, then promptly (and in any event within five (5) days), cause such Domestic Subsidiary to (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Collateral Agent such security documents as the Collateral Agent shall reasonably request (consistent with those provided by Domestic Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date including, without limitation, upon which such the formation of any Subsidiary commences business): that is a Delaware Divided LLC) (a) provided, that, Concourse Detroit ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to constitute the acquisition of a Subsidiary for all purposes of this Section 7.12), notify the Administrative Agent thereof in writing, together with, with respect to each such Subsidiary, the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) (provided, that, Concourse Detroit ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to constitute the acquisition of a Subsidiary for all purposes of this Section 7.12), if such Subsidiary is a Domestic 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (including, without limitation, upon the formation of any Domestic Subsidiary that is a Delaware Divided LLC) or such later date upon which such a first-tier Foreign Subsidiary commences business):occurs, (B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded Subsidiary and (D) a designation in accordance with Section 7.17 of an Unrestricted Subsidiary as a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded 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 document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(e) and (IIIf) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable customary opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i) of this paragraph (b)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the 2018 Senior Convertible Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that such Subsidiary shall not be required to comply with clause (i) or (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the 2018 Senior Convertible Notes, then upon delivery to the Administrative Agent of evidence of such releases and so long as no Default then exists, the Administrative Agent shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary from its Guarantee of the Obligations.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the any Person becomes a Subsidiary, whether by formation or acquisition or formation of (including any Immaterial Subsidiary (or such later date upon which such that becomes a Material Subsidiary commences businessand any Majority Interest Joint Venture that becomes a Wholly Owned Subsidiary): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests Capital Stock outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and; (bii) if such Subsidiary is a Domestic Subsidiary (other than a Majority Interest Joint Venture or an Immaterial 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(c) and (Ae) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (iii) if such Person is a Majority Interest Joint Venture, deliver to the Administrative Agent copies of articles the Organization Documents of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be Person certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from by the appropriate Governmental Authority of its the state or other jurisdiction of formation its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of any Loan Party owning Capital Stock in such Majority Interest Joint Venture to be true and correct as of the Closing Date. (b) Notwithstanding anything to the contrary contained herein, if any Subsidiary that is not a Guarantor (including any Foreign Subsidiary, any Majority Interest Joint Venture and any Immaterial Subsidiary) provides a Guarantee in respect of any Subordinated Indebtedness, then such Subsidiary shall, concurrent with providing the Guarantee in respect of such Subordinated Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose and (iiiii) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside documents of the United States, (Ctypes referred to in Sections 5.01(c) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (De) certificates and favorable opinions of insurance for casualty, liability and any other insurance with respect counsel to such Subsidiary required by Person (which shall cover, among other things, the Credit Documentslegality, identifying validity, binding effect and enforceability of the Collateral Agent as lender’s loss payee with respect documentation referred to the casualty insurance and additional insured with respect to the liability insurancein clause (i)), as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary or within sixty (or such later date upon which such 60) days after a Responsible Officer becomes aware that an existing Subsidiary commences business):has become a Broker-Dealer Holdco: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, and (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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 theretoSubsidiary; and (b) if such Subsidiary is a Wholly Owned Domestic Subsidiary (other than a Broker-Dealer 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 deem reasonably appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(d) and (Ae) copies and Section 7.14 and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel (subject to Section 7.14) to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that with respect to any Person that is a Broker-Dealer Holdco such Person shall not be required to comply with the terms of this Section 7.12(b) if the applicable owner of the Equity Interests of such Broker-Dealer Holdco uses commercially reasonable efforts to obtain the consent of a Governmental Authority (to the extent necessary) to such Person’s becoming a Guarantor and such consent is unable to be obtained.

Additional Subsidiaries. (a) Within forty-five (45) days (or such longer period as may be agreed to by the Administrative Agent (at the direction of the Required Purchasers in their sole discretion)) after the acquisition or formation of any Subsidiary (or such later date including, without limitation, upon which such the formation of any Subsidiary commences business): that is a Delaware Divided LLC) (ait being understood that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section): (i) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Issuer or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person (other than any Excluded Subsidiary) to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent (at the direction of the Required Purchasers) shall deem appropriate reasonably request for such purpose, and (iiB) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A) copies of articles of incorporation)), certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Credit Parties may designate any Eligible Foreign Subsidiary as a Guarantor, notwithstanding that such Subsidiary would otherwise constitute an Excluded Subsidiary, by delivery to the Administrative Agent of (i) a duly executed guaranty or such other document(s) as the Administrative Agent (at the direction of the Required Purchasers) shall deem appropriate for such purpose, (ii) documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) and (ii) such other documents as may be reasonably requested by the Administrative Agent or the Required Purchasers, all in form, detail and scope reasonably satisfactory to the Administrative Agent and

Additional Subsidiaries. Within forty-five (45a) days If any additional Subsidiary is formed or acquired (or otherwise becomes a Designated Subsidiary, including upon the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary) after the acquisition or formation of Effective Date, then the Borrower will, as promptly as practicable and, in any Subsidiary event, within ten Business Days (or such later date upon which longer period as the Administrative Agent may, in its sole discretion, agree to in writing) after such Subsidiary commences business): is formed or acquired (a) or otherwise becomes a Designated Subsidiary), notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary it is a Domestic Designated Subsidiary, ) and cause such Person to (i) become a Guarantor by executing the Collateral and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified Guarantee Requirement to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance satisfied with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee (if it is a Designated Subsidiary) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party; provided, however, that, notwithstanding anything in this Agreement or any other Loan Document to the casualty insurance contrary, neither the Borrower nor any such Subsidiary shall be required to comply with any provision of this paragraph to the extent such compliance is directly or indirectly prohibited by any Securitization Document (in any case, if applicable, with or without Rating Agency Confirmation (as such term is defined in the applicable Securitization Document)). (b) Holdings or the Borrower may designate any Restricted Subsidiary (other than a Foreign Subsidiary) meeting the criteria set forth in clause (b) of the definition of the term “Designated Subsidiary” as a Designated Subsidiary; provided that the Collateral and additional insured Guarantee Requirement shall have been satisfied (or shall be satisfied contemporaneously with such designation) with respect to such Restricted Subsidiary as if such Restricted Subsidiary is a Person that becomes a Designated Subsidiary after the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative AgentEffective Date.

Additional Subsidiaries. Within forty-five (45a) days after Together with the financial information required by Section 8.6(a) delivered in connection with each Fiscal Quarter of each calendar year, the Credit Parties shall notify the Agent, in writing, of the acquisition or formation of any Subsidiary (or that was formed during such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writingFiscal Quarter, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable any Credit Party 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; and. (b) Within thirty (30) days of the delivery of the information required under clause (a) above (or such later date as may be agreed in writing by the Agent in its sole discretion): (i) if such Subsidiary is a wholly-owned Domestic SubsidiarySubsidiary (other than a joint venture of a Credit Party that is not a wholly owned Subsidiary of a Credit Party), cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, and (iiB) deliver to the Administrative Agent documents of the types referred to in Sections 6.1(b) and (d) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (A) copies of articles of incorporation)), certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope satisfactory to the Agent; and (ii) in the case of Subsidiaries that are joint ventures that are not wholly owned by the Credit Parties, provide one or more duly executed pledge agreement amendments and supplements reflecting the pledge of the Equity Interests of such Subsidiary owned by the applicable Credit Party in favor of the Agent, together with certified resolutions and such other agreements and documents as the Agent shall reasonably request in connection therewith, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five (455) days Business Days ----------------------- after the acquisition Borrower or formation of any Subsidiary (creates, acquires or such later date upon which such Subsidiary commences business):otherwise forms a Subsidiary, Borrower shall: (a) notify execute and deliver, or cause the Person owning all of the outstanding equity interests in such Subsidiary to execute and deliver, to Administrative Agent thereof on behalf of the Lenders, a Pledge Agreement, pursuant to which all of the outstanding equity interests in writingsuch Subsidiary shall be pledged to Administrative Agent on behalf of the Lenders, together with the (i) jurisdiction of formationany certificates representing all equity interests so pledged, (ii) number of if any, and for each such certificate representing shares of each class of Equity Interests outstandingstock, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; anda stock power executed in blank; (b) if cause such Subsidiary is a Domestic Subsidiary, cause such Person to execute and deliver to Administrative Agent on behalf of the Lenders (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 deem appropriate for such purpose, guaranty (ii) an agreement substantially similar to the security agreements executed and delivered on the Closing Date and (iii) a Mortgage as to all real property interests containing any proved reserves owned or leased by such Subsidiary; (c) cause such Subsidiary to execute and deliver to the Administrative Agent (A) copies on behalf of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer the Lenders appropriate financing statements covering the Collateral of such Subsidiary, ; (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iiid) deliver or cause to be delivered to Administrative Agent on behalf of the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests Lenders all agreements, documents, instruments and other writings described in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentSection 4.1(c)(i), (Bd) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualtyk), liability and any other insurance with respect to such Subsidiary; and (e) deliver or cause to be delivered to Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary required by the Credit Documents, identifying the Collateral as Administrative Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope or any Lender through Administrative Agent may reasonably satisfactory to the Administrative Agentrequest.

Additional Subsidiaries. Within fortyIt is the intent of the parties that each U.S. Subsidiary of the IssuerAcquiror that is a Wholly-five Owned Subsidiary and established, created or acquired by the IssuerAcquiror after the Closing Date (45including, for the avoidance of doubt, the Space Florida Subsidiary) days after and each Subsidiary that Guarantees the obligations of the Issuer under the Lockheed Xxxxxx Note Documents become a Guarantor hereunder. Prior to or upon the acquisition or formation of any Subsidiary (or such later date upon which the Guarantee by such Subsidiary commences business):of the obligations under the Lockheed Xxxxxx Note Documents: (a) notify the Administrative Agent Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Note Party 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; and (b) if such U.S. Subsidiary is a Domestic Subsidiary(A) is a Wholly-Owned Subsidiary or (B) a Subsidiary that Guarantees or is otherwise obligated in respect of any other Indebtedness for borrowed money of any Note Party, cause (x) prior to the Combination Closing Date, concurrently therewith and (y) on and after the Combination Closing Date, within 45 days (or such Person longer period of time as agreed to by the Required Purchasers in their sole discretion) (i) such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent Purchasers a Guarantor Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, and (IIIin Sections 5.01(f)-(h) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory order to grant Liens to the Administrative Agent, (C) copies Agent for the benefit of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests Secured Parties in the personal property collateral all assets of such Subsidiary that would constitute Collateralconstituting Collateral and favorable opinions of counsel to such Persons (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as determined by the Collateral Agentapplicable), (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative AgentRequired Purchasers.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify With respect to any Person that, subsequent to the Closing Date, becomes a Restricted Subsidiary (other than any Subsidiary organized under a jurisdiction outside the United States), promptly upon the request of the Administrative Agent thereof in writing, together with the Agent: (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number execute and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Guarantor Joinder Agent, for the benefit of the Banks, any amendment or supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate necessary or advisable to grant to the Administrative Agent, for the benefit of the Banks, a Lien on the Capital Stock of such purposeSubsidiary which is owned by the Borrower or any of its Restricted Subsidiaries, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for any certificates representing such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute CollateralCapital Stock, together with undated stock transfer powers executed and delivered in blankblank by a duly authorized officer of the Borrower or such Restricted Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement pursuant to an Assumption Agreement in the form of Annex 1 thereto, and (DB) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required take all actions necessary or advisable to cause the Liens created by the Credit DocumentsGuarantee and Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, identifying including, without limitation, the Collateral filing of financing statements in such jurisdictions as may be requested by the Administrative Agent as lender’s loss payee with respect and (iv) if requested by the Administrative Agent, deliver to the casualty insurance and additional insured with respect Administrative Agent legal opinions relating to the liability insurancematters described in clauses (i), as appropriate(ii) and (iii) immediately preceding, which opinions shall be in each case in formform and substance, content and scope from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a Restricted Subsidiary organized outside of the United States and directly owned by the Borrower or a domestic Restricted Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a supplement to the Guarantee and Collateral or a pledge agreement, as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Banks, a Lien on the Capital Stock of such foreign Subsidiary which is owned by the Borrower or any of its domestic Restricted Subsidiaries (provided that in no event shall more than 65% of the voting Capital Stock of any 57 52 such foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such domestic Restricted Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five Such Loan Party will (45i) simultaneously with (x) the formation of a new direct or indirect Subsidiary of such Loan Party or (y) a Subsidiary of such Loan Party that is an Excluded Subsidiary on the Closing Date ceasing to be an Excluded Subsidiary (or at such later date as may be agreed to by Administrative Agent in writing in its discretion), and (ii) within thirty (30) days after the acquisition or formation a Person becoming a Subsidiary of any Subsidiary such Loan Party pursuant to an Acquisition permitted hereunder (or at such later date upon which such Subsidiary commences business): as may be agreed to by Administrative Agent in writing in its discretion), provide Administrative Agent with written notice thereof and (a) notify the with respect to all such Subsidiaries, cause such Subsidiary to execute and deliver to Administrative Agent thereof in writinga Joinder Agreement, together with the causing such Subsidiary to become a party to this Agreement, as a joint and several "Borrower" (i) jurisdiction of formationprovided that only a wholly-owned Subsidiary shall be permitted to be a Borrower), (ii) number of shares of each class of Equity Interests outstandingand granting a first priority Lien upon its Collateral, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) subject to Liens permitted by the applicable Credit Party or any Subsidiary and (iv) number and effectSection 7.2 or, if exercisedconsented to by Administrative Agent in its discretion, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretoa "Guarantor"; and (b) if cause such Subsidiary that is added as a Domestic Subsidiary, cause such Person Borrower to (i) become a Guarantor by executing execute and delivering deliver to the Administrative Agent a Guarantor Joinder Notes in favor of Lenders, if so requested by Lenders; and (c) deliver such other documentation as Administrative Agent may reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, Deposit Account Control Agreements, evidence of insurance as required by this Agreement or such the other Loan Documents, certified resolutions and other organizational and authorizing documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies and upon the request of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies favorable opinions of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect counsel to such Subsidiary required by (which shall cover, among other things, the Credit Documentslegality, identifying validity, binding effect and enforceability of the Collateral Agent as lender’s loss payee with respect documentation referred to above and the casualty insurance attachment and additional insured with respect to the liability insuranceperfection of security interests granted thereunder), as appropriate, in each case all in form, content content, and scope reasonably satisfactory to the Administrative Agent; provided, however, that (x) nothing in this Section 5.11 shall authorize any Borrower or any Subsidiary to consummate any Acquisition, form any Subsidiary; (y) any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a "Loan Document" for purposes of this Agreement. Notwithstanding anything to the contrary set forth in this Section 5.11, no Excluded Subsidiary shall be required to become a Loan Party hereunder unless such Excluded Subsidiary ceases to be an Excluded Subsidiary.

Additional Subsidiaries. Within (a) Promptly, and in any event, not later than forty-five (45) days days, after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) Subsidiary, notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party any Borrower or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) a statement as to whether such Subsidiary is a Material Subsidiary; and (b) if such Promptly, and in any event, not later than forty-five (45) days, (i) after the acquisition or formation of any Domestic Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary) or (ii) the date on which any Domestic Subsidiary becomes a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (iA) become a Domestic 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 (iiB) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(g) and (h) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A) copies of articles of incorporation)), certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Promptly, and in any event, not later than forty-five (45) days, (i) after the acquisition or formation of any Foreign Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary) or (b) the date on which any Foreign Subsidiary becomes a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Sections 5.01(g) and (h) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (d) If at any time any Domestic Subsidiary that is not a Domestic Guarantor provides a guarantee of (i) any Person’s obligations with respect to any Subordinated Indebtedness or (ii) any Indebtedness permitted pursuant to Section 8.03(i), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Domestic Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (e) If at any time any Foreign Subsidiary that is not a Foreign Guarantor provides a guarantee of (i) any Person’s obligations with respect to any Subordinated Indebtedness or (ii) any Indebtedness permitted pursuant to Section 8.03(i), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Domestic Subsidiary or any Subsidiary directly owned by a Domestic Subsidiary (in each case, other than an Inactive Subsidiary), or such later date upon which such after an Inactive Subsidiary commences business): ceases to be an Inactive Subsidiary (a) but remains a Subsidiary), notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.12) other than an Inactive Subsidiary, and within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after an Inactive Subsidiary ceases to be an Inactive Subsidiary (but remains a Subsidiary), if such Subsidiary Person is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiy) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Section 5.1(f) and (IIIg) incumbency certificates for such Subsidiaryhereof and, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (x)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Upon the guarantee by any Restricted Subsidiary that is a Domestic Subsidiary of (i) the Senior Notes or (ii) any Indebtedness incurred pursuant to Section 8.03(g) in an aggregate principal amount exceeding the Threshold Amount, concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to (x) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to Sections 5.1(f) and (g) hereof and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition Business Days any Loan Party or formation any of any Subsidiary (their Subsidiaries creates, acquires or such later date upon which such Subsidiary commences business):otherwise forms a Subsidiary, Borrowers shall: (a) notify execute and deliver, or cause the Person owning all of the outstanding equity interests of such Subsidiary to execute and deliver, to the Administrative Agent thereof on behalf of the Lenders an agreement, substantially similar to the Pledge and Security Agreements, with such changes as shall be necessary in writingthe circumstances, pursuant to which all of the outstanding equity interests of such Subsidiary shall be pledged to the Administrative Agent on behalf of the Lenders, together with the (i) jurisdiction of formation, (ii) number of shares of any certificates representing all such equity interests so pledged and for each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; andsuch certificate a stock power executed in blank; (b) if cause such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing execute and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent on behalf of the Lenders (Ai) copies of articles of incorporation, certificate of organization the Supplement to the Guaranty Agreement; (ii) an agreement substantially similar to the Security Agreement and (iii) a Mortgage as to all real property interests owned or formation, or other like document for leased by such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, ; (Bc) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which cause such Subsidiary is joining as a Guarantor, to execute and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent on behalf of the Lenders appropriate Financing Statements, (C) copies each with such changes as shall be necessary in the circumstances, covering such Collateral of certificates of good standing, existence or the like of a recent date for such Subsidiary from of the appropriate Governmental Authority of its jurisdiction of formation general types and values covered by the Security Documents executed on or organization, and prior to the date hereof; (iiid) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside behalf of the United StatesLenders all agreements, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateraldocuments, together with undated stock transfer powers executed instruments and other writings described in blankSection 4.04, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary; (e) cause such Subsidiary required by to deliver to the Credit Documents, identifying Administrative Agent on behalf of the Collateral Agent as lender’s loss payee Lenders a Landlord's Agreement with respect to the casualty insurance and additional insured with respect each leased location located at which any inventory of such Person is stored or maintained; and (f) deliver or cause to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory be delivered to the Administrative AgentAgent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. Notwithstanding anything to the contrary set forth in this Section, none of Conn Funding I LP, Conn Funding II LP, Conn Funding LLC, Conn Funding II GP LLC, Conn CC LP, Conn Credit LLC, CCC or CAIAIR shall be treated as a new Subsidiary under this Section (other than for purposes of the pledge of limited partnership interests in and to Conn Funding II LP, and, if any material assets are owned by Conn Funding I LP, limited partnership interests in Conn Funding I LP, pursuant to Section 5.13(a) above) or be required to execute or deliver any documents under this Section so long as the sole property owned by such entities shall be (i) in the case of CCC, a general partnership interest in and to Conn CC LP and limited liability company membership interests in and to Conn Credit LLC, (ii) in the case of Conn Credit LLC, a limited partnership interest in and to Conn CC LP and a limited partnership interest in Conn Funding I LP, (iii) in the case of Conn CC LP, contracts with Conn Funding I LP regarding the servicing of receivables purchased by Conn Funding I LP, (iv) in the case of Conn Funding LLC, a general partnership interest in and to Conn Funding I LP, (v) in the case of Conn Funding II GP LLC, a general partnership interest in and to Conn Funding II LP, (vi) in the case of Conn Funding II, LP, the Trust Estate (as such term is defined in the Conn Funding II Indenture) and (vii) in the case of CAIAIR, a leasehold interest in and to an aircraft subject to a lease as of the date hereof. If any of such entities shall own property other than the property described in the preceding sentence, then such entity shall be treated as a new Subsidiary for purposes of this Section 5.13 and shall be required to execute and deliver the documentation required by this Section.

Additional Subsidiaries. Within forty-five Except in the case of any of the following Subsidiaries that are Excluded Subsidiaries, within (45x) with respect to any Domestic Loan Party, 30 days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) and (y) with respect to any Foreign Loan Party, 90 days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (1) the acquisition or formation of any Subsidiary by a Loan Party, (2) any Restricted Subsidiary ceases to be an Excluded Subsidiary or such later date upon (3) the Guarantor Coverage Test is not met with respect to any Material Subsidiary excluded pursuant to clause (h) of the definition of Excluded Subsidiary (and which such Subsidiary commences businessis not otherwise an Excluded Subsidiary): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent or any Restricted 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; and; (b) if in the case of any such Restricted Subsidiary that is a Domestic Subsidiary and a Wholly Owned Subsidiary, (i) cause such Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate reasonably request for such purpose, (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent (A) copies such Organization Documents, resolutions and customary opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel with respect to such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, all in form, content and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance scope reasonably satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, Agent and (iii) deliver grant Liens in respect of its property and assets in the manner required under Section 7.14 (it being understood and agreed that any Loan Party owning Material Real Estate shall comply with this clause (iii) within 90 days (or cause to such longer period as may be delivered agreed by the Administrative Agent in its sole discretion)); and (c) in the case of any such Restricted Subsidiary that is a Foreign Subsidiary and a Wholly Owned Subsidiary, subject to the Collateral Guaranty and Security Principles, (i) cause such Person to become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, (Aii) such UCC financing statements necessary or appropriate to perfect upon the security interests in reasonable request of the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Administrative Agent, (B) deliver to the Administrative Agent such patentOrganization Documents, trademark resolutions and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside customary opinions of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance counsel with respect to such Subsidiary required by the Credit DocumentsGuarantor, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent, and (iii) grant Liens in respect of its property and assets in the manner required under Section 7.14 (it being understood and agreed that any Loan Party owning Material Real Estate shall comply with this clause (iii) within 90 days (or such longer period as may be agreed by the Administrative Agent in its sole discretion)). Notwithstanding the foregoing, the requirements of this Section 7.12 shall not apply with respect to any Subsidiary the assets of which constitute “Excluded Property” pursuant to clause (g) of the definition of “Excluded Property”.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period as the Administrative Agent shall permit in its discretion) after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and; (b) if such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Domestic 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 5.01(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (a)), all in form, content and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance scope reasonably satisfactory to the Administrative Agent; and Table of Contents (c) if such Subsidiary is a Foreign Subsidiary, cause such Person to (Ci) copies of certificates of good standing, existence become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the like of a recent date Administrative Agent shall reasonably deem appropriate for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationpurpose, and (iiiii) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside documents of the United States, (Ctypes referred to in Sections 5.01(f) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (Dg) certificates and favorable opinions of insurance for casualty, liability and any other insurance with respect counsel to such Subsidiary required by Person (which shall cover, among other things, the Credit Documentslegality, identifying validity, binding effect and enforceability of the Collateral Agent as lender’s loss payee with respect documentation referred to the casualty insurance and additional insured with respect to the liability insurancein clause (a)), as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date upon which such as may be consented to by the Administrative Agent in its sole discretion) (provided, that, any Excluded Subsidiary commences business): (a) or Bank Subsidiary ceasing to be an Excluded Subsidiary or a Bank Subsidiary, as applicable, but remaining a Subsidiary shall be deemed to constitute the acquisition of a Subsidiary for all purposes of this Section 7.12), notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary, (iv) identification of whether such Subsidiary is an Excluded Subsidiary or a Bank Subsidiary and (ivv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion) (provided, that, any Excluded Subsidiary or Bank Subsidiary ceasing to be an Excluded Subsidiary or a Bank Subsidiary, as applicable, but remaining a Subsidiary shall be deemed to constitute the acquisition of a Subsidiary for all purposes of this Section 7.12), if such Subsidiary is a Domestic Subsidiary (other than any Excluded Subsidiary or any Bank Subsidiary) that is wholly-owned by any Loan Party or any 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(f) and (IIIg) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five (45) days after the acquisition In connection with any Permitted Acquisition, or formation of any additional Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify of the Administrative Agent thereof in writingCompany, together with the Company (i) jurisdiction concurrently with the quarterly financial statements described in Section 9.5(b), shall furnish to the Agent and the Lenders an officer's certificate in the form of formationExhibit 9.18 executed by the chief financial officer of the Company, (x) describing each acquisition made and any new Subsidiary of the Company formed during the prior quarter and (y) certifying as to compliance with the requirements of Section 9.16(a)(i), and (ii), and stating that all conditions to such acquisitions were satisfied and that such acquisitions are Permitted Acquisitions in accordance with the terms of this Agreement, (ii) number within sixty (60) days of shares a Permitted Acquisition, shall cause any such Subsidiary that is an Auto Dealer (other than any Silo Borrower and any entity engaged in Truck Operations) and that is created or is otherwise acquired as part of each class of Equity Interests outstandinga Permitted Acquisition, (iii) number to become a Floor Plan Borrower and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party or any Subsidiary a Guarantor and (iv) number to execute and effectdeliver an Addendum and updated Schedules to this Agreement, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationapplicable, and (iii) deliver or within thirty (30) days of a Permitted Acquisition, shall cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of any such Subsidiary that would constitute Collateralis not an Auto Dealer and any such Subsidiary that is a Silo Borrower or engaged in Truck Operations (provided, the Company shall not and shall not permit any of its Subsidiaries other than Xxxxxx Automotive Atlanta L.L.C. to form or acquire any new entity engaged in Truck Operations without the consent of the Agent) and that is created or is otherwise acquired as determined a part of a Permitted Acquisition, to become a Guarantor and to execute and deliver an Addendum and updated Schedules to this Agreement, if applicable. The security interests granted by such Subsidiaries shall be subject only to Liens permitted by Section 10.2, and any liens to be released within the sixty (60) day period immediately following the closing of the related Permitted Acquisition or the formation of such Subsidiary. The security documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens, in favor of the Agent for the benefit of the Lenders, required to be granted pursuant to such additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full by the Collateral AgentCompany. Notwithstanding the foregoing, the Company shall have a period of thirty (B30) such patent, trademark and copyright notices, filings and recordations necessary or appropriate days from the date any Permitted Acquisition is effected within which to perfect pay off the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blankexisting floor plan facility, and (D) certificates of insurance for casualty, liability and any all other insurance with respect actions required to such Subsidiary required be taken by the Credit Documents, identifying the Collateral Agent as lender’s loss payee this Section 9.18 with respect to the casualty insurance and additional insured with respect to Collateral shall be completed no later than sixty (60) days after the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agentdate on which any Permitted Acquisition is effected.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences businessas the Administrative Agent may agree in its sole discretion): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope satisfactory to the Administrative Agent. (b) Upon the guarantee by any Subsidiary of the Senior Notes or any other Indebtedness incurred under Section 8.03(h), concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(e) and (IIIf) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiB) deliver to the Administrative Collateral Agent or the Control Agent, as applicable, documents of the types referred to in Sections 5.01(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (a)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent (it being understood and agreed that the corporate opinions with respect to such Person may be provided by in-house counsel of such Person). (b) If at any time any Subsidiary that is not required to be a Guarantor hereunder provides a guarantee of the Borrower’s obligations under the Second Lien Term Loan Agreement, then promptly (and in any event within thirty (30) days thereof), cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Collateral Agent or the Control Agent, as applicable, documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiB) deliver to the Administrative Collateral Agent or the Control Agent, as applicable, documents of the types referred to in Sections 5.01(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (a)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent (it being understood and agreed that the corporate opinions with respect to such Person may be provided by in-house counsel of such Person). (b) If at any time any Subsidiary that is not required to be a Guarantor hereunder provides a guarantee of the Borrower’s obligations under the First Lien Credit Agreement, then promptly (and in any event within thirty (30) days thereof), cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Collateral Agent or the Control Agent, as applicable, documents of the types referred to in Sections 5.01(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify as the Administrative Agent thereof may agree in writing, together with its sole discretion) after the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivacquires a Person that is a Material Domestic Subsidiary or after the Borrower delivers financial statements pursuant to Section 7.01(a) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) if such demonstrating that a Domestic Subsidiary that is a not a Guarantor has become a Material Domestic Subsidiary, cause such Person Material Domestic Subsidiary 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 deem appropriate for such purpose, purpose and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent documents of the types referred to in Section 5.01(c) and favorable opinions of counsel to such Material Domestic Subsidiary (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) If any Domestic Subsidiary that is not a Guarantor provides a Guarantee in respect of any Additional Indebtedness, cause such Subsidiary to, concurrent with providing such Guarantee (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent documents of the types referred to in Section 5.01(c) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary)[reserved] or such later date upon which such (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary commences business):ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (ab) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary, notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (iiB) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and (d) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) copies of articles of incorporation, certificate of organization or formation, or other like document for if such Restricted Subsidiary is a Wholly Owned Subsidiary, which shall be certified cause such Person to be true and complete by an Authorized Officer become a Guarantor of such Subsidiarythe Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (IA) copies of bylawsapply, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving upon the transactions contemplated in connection with the financing and authorizing execution and delivery request of the Credit Documents to which such Subsidiary is joining as a GuarantorAdministrative Agent in its sole discretion, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent such Organization Documents, (C) copies resolutions and favorable opinions of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance counsel with respect to such Subsidiary required by the Credit DocumentsGuarantor, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent, and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the acquisition or formation of any Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion), (i) (A) if such Subsidiary is a Domestic SubsidiarySubsidiary (unless such Domestic Subsidiary is (1) a FSHCO or (2) (x) a direct non-Wholly Owned Subsidiary of PARS ENVIRONMENTAL, Inc., a New Jersey corporation (“PARS”), or (y) with the consent of the Administrative Agent in consultation with the Parent Borrower, any other non-Wholly Owned Subsidiary of Parent Borrower or a Guarantor which was acquired in a Permitted Acquisition; provided that, with respect to this clause (2), (I) the remaining Equity Interests of such Domestic Subsidiary are not held by the Parent Borrower or any Subsidiary of the Parent Borrower, and (II) such Domestic Subsidiary has no material assets or operations other than being party to one or more government contracts), cause such Person to (i) become a U.S. Guarantor of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose or (B) if such Subsidiary is a Canadian Subsidiary, cause such Person to become a Canadian Guarantor of the Canadian Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) cause such Person required to become a U.S. Guarantor or a Canadian Guarantor to deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which in Section 5.01(e) and, solely with respect to any such Subsidiary is joining as Person required to become a U.S. Guarantor, and (IIISection 5.01(f) incumbency certificates for such Subsidiaryand, in each case certified if reasonably requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (Cwhich shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)(A) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collaterali)(B), as determined by the Collateral Agentapplicable), (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (other than a Restricted Subsidiary) after the date hereof, or such later date upon which such the occurrence of any Subsidiary commences business):no longer qualifying as a “Restricted Subsidiary”: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and; (b) if cause such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or Agreement, a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose, unless (X) such Person is a Foreign Subsidiary with a net asset value of $10,000,000 or less, or (Y) such Person is a Foreign Subsidiary with a net asset value in excess of $10,000,000 and a material adverse tax consequence would result therefrom, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Organization Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance resolutions and additional insured with respect to the liability insurancefavorable opinions of counsel, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary (other than (X) a Person that is a Foreign Subsidiary with a net asset value of $10,000,000 or less, and (Y) a Person that is a Foreign Subsidiary with a net asset value in excess of $10,000,000 and a material adverse tax consequence would result therefrom) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) or (ii) the creation or acquisition of any Domestic Subsidiary (any such Subsidiary, a “New Subsidiary”) (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a duly executed Joinder Agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory to the Administrative Agent with respect to such Joinder Agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the acquisition or formation creation of any first tier Foreign Subsidiary of the Borrower or any Restricted Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated including in connection with the financing a Permitted Acquisition), cause to be executed and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory delivered to the Administrative Agent, (CA) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered supplement to the Collateral Agent applicable Security Documents previously executed and delivery by the Borrower or such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (A65%) such UCC financing statements necessary of the capital stock or appropriate to perfect the security other ownership interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentForeign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United StatesSubsidiary, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed favorable legal opinions addressed to the Administrative Agent and Lenders and in blank, form and (D) certificates of insurance for casualty, liability and any other insurance substance reasonably satisfactory thereto with respect to such supplement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary required in such Foreign Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Credit DocumentsAdministrative Agent or the Required Lenders (through the Administrative Agent). (c) The Borrower may, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance at any time and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) are or become the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; or (ii) any individual Unrestricted Subsidiary provides a guarantee of, or is designated as a “restricted subsidiary” (or equivalent term) under, any Permitted Subordinated Debt or any other Debt issued pursuant to the Permitted Debt Issuance or Section 11.1(m); or (iii) all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in the case of clauses (i) and (ii), such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the case of clause (iii), the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) are not the obligors on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) any such individual Subsidiary is not a guarantor of, or a “restricted subsidiary” (or equivalent term) under, any Permitted Subordinated Debt or any other Debt issued pursuant to the Permitted Debt Issuance or Section 11.1(m); and (iii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than fifteen (15) Business Days following receipt by the Administrative Agent of such written notice unless agreed to by the Administrative Agent in its sole discretion. (e) Notwithstanding anything to the contrary contained herein, in the event that any Subsidiary shall guaranty the payment or performance of any Permitted Subordinated Debt or any Debt issued pursuant to the Permitted Debt Issuance or Section 11.1(m), the Borrower shall cause such Subsidiary to, as promptly as practicable, be designated as a Restricted Subsidiary and execute a Joinder Agreement in respect of the Subsidiary Guaranty Agreement and the Security Documents described in Section 9.11(a) and deliver all of the other instruments, documents, certificates and opinions required pursuant to Section 9.11(a).

Additional Subsidiaries. (a) Within forty-five (45) thirty days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (ai) notify the Administrative Agent thereof in writing, together with the (iw) jurisdiction of formationformation of such Subsidiary, (iix) number of shares of each class of Equity Interests outstandingoutstanding of such Subsidiary, (iiiy) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company or any Subsidiary of such Subsidiary and (ivz) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic SubsidiarySubsidiary that is not a CFC HoldCo, cause such Person to (x) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, and (y) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that if such deliverables are in form and substance similar to the corresponding deliverables provided in connection with Section 5.01, such deliverables shall be deemed satisfactory by the Administrative Agent. (b) In the event that the Loan Parties represent less than 70% of the Consolidated EBITDA of the Company and its Subsidiaries (determined as of the most recently ended fiscal quarter), notwithstanding anything to the contrary contained herein, the Administrative Agent may request, and upon such request the Company shall cause, any Foreign Subsidiary or CFC HoldCo to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents documentation as is reasonably satisfactory to the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Organization Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance resolutions and additional insured with respect to the liability insurancefavorable opinions of counsel, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that if such deliverables are in form and substance similar to the corresponding deliverables provided in connection with Section 5.01, such deliverables shall be deemed satisfactory by the Administrative Agent.

Additional Subsidiaries. Within forty-five If Agent consents (45which consent shall be at its sole discretion) days after to the formation or acquisition or formation of any Subsidiary of Parent, promptly (and in any event within fifteen (15) days) after the formation or acquisition of any such later date upon Subsidiary, the Credit Parties shall cause to be executed and delivered, (i) by such new Subsidiary, a Guaranty and pursuant to which such Subsidiary commences business): (a) notify shall guarantee the Administrative Agent thereof in writing, together with payment and performance of all of the (i) jurisdiction of formationObligations, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic new Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering an acknowledgement to the Administrative Agent a Guarantor Joinder Security Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to Agent and pursuant to which Agent for the Administrative Agentbenefit of itself and the Lenders shall be granted a first priority (subject to Permitted Encumbrances) and perfected security interest in all Collateral (as defined in the Security Agreement) of such Subsidiary to secure the Obligations, (Ciii) copies of certificates of good standing, existence by such new Subsidiary if it owns any Intellectual Property that is registered with the United States Patent and Trademark Office or the like United States Copyright Office, an Intellectual Property Security Agreement in form and substance reasonably satisfactory to Agent and pursuant to which Agent for the benefit of itself and the Lenders shall be granted a recent date first priority (subject to Permitted Encumbrances) and perfected security in all of such Intellectual Property to secure the Obligations, (iv) by the Credit Party that is such Subsidiary’s direct parent company, a Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Agent) and pursuant to which all of the Stock of such new Subsidiary owned by each such parent company shall be pledged to Agent for such Subsidiary from the appropriate Governmental Authority benefit of its jurisdiction of formation or organizationitself and the Lenders on a first priority and perfected basis to secure the Obligations, and (iiiv) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit DocumentsParties, identifying the Collateral such other related documents (including closing certificates, legal opinions and other similar documents) as Agent as lender’s loss payee with respect to the casualty insurance may reasonably request, all in form and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope substance reasonably satisfactory to Agent. Nothing in this Section 5.12 shall be construed to constitute Agent’s or any Lender’s consent to the Administrative Agentformation or acquisition of any Subsidiary.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):72 (a) notify the Administrative Agent Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent 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; and; (b) (i) if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary that is not an Excluded Subsidiary, cause such Person to (i) become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Guarantor Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which if such Subsidiary (other than an Immaterial Subsidiary) is joining as a Guarantor, and (III) incumbency certificates for such SubsidiaryForeign Subsidiary or is a Foreign Subsidiary Holding Company, in each case certified case, that is not an Excluded Subsidiary, cause such Person to become a Norwegian Notes Guarantor by an Authorized Officer in form executing and substance satisfactory delivering to the Administrative Agent, (C) copies of certificates of good standing, existence Purchasers a Joinder Agreement or such other documents as the like of a recent date Required Purchasers shall reasonably request for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationpurpose, and in each case (iiii) and (ii), deliver or cause to be delivered to the Collateral Agent documents of the types referred to in Sections 5.01(f) and (Ag) and if requested by the Required Purchasers, favorable opinions of counsel to such UCC financing statements necessary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral(ii), as determined by the Collateral Agentapplicable), (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative AgentRequired Purchasers.

Additional Subsidiaries. Within forty-five Subject to subsection 7.12 (45c) below, within thirty (30) days after the acquisition or formation occurrence of any Subsidiary event described in subsections 7.12(b)(ii)(A) or (or such later date upon which such Subsidiary commences business): B) below with respect to any Material Subsidiary, the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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 theretoRESERVED; and (b) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Section 5.1(b), and favorable opinions of counsel to such joining Guarantor (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateralimmediately foregoing clause (i)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements of this clause (b) shall apply only if: (i) RESERVED; or (ii) (A) Such Material Subsidiary which is an Unencumbered Property Owner, or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary, becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower; or (B) As to any other Material Subsidiary; such Material Subsidiary (or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower, unless the terms of such Indebtedness prohibit the execution of such guaranty. (c) Notwithstanding the foregoing, no such Subsidiary shall be required to become a Guarantor under subsection 7.12(b)(ii)(B) if such Subsidiary (I) is an Excluded Subsidiary or a (d) Without limiting the foregoing, but subject to subsection 7.12 (b), as a condition to the inclusion of any Real Estate Asset owned by such Subsidiary in the Borrowing Base (if such Subsidiary is not already a Guarantor or is an Excluded Subsidiary or is not otherwise required to become a Guarantor pursuant hereto), the Borrower and the other Credit Parties shall cause such Subsidiary to become a Guarantor and deliver such documents as are required in connection therewith in accordance with the foregoing clause (b), in each case on or before the earlier of (A) the date on which such Real Estate Asset owned by such Subsidiary is included in any calculation (pro forma or otherwise) of the Borrowing Base and (B) the deadline for the delivery of the next Borrowing Base Certificate.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date including, without limitation, upon which such the formation of any Subsidiary commences businessthat is a Delaware Divided LLC) (it being understood that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Super Holdings or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person (other than any Excluded Subsidiary) to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (b) on the First Tranche Notes Issuance Date, cause each Subsidiary (other than any Excluded Subsidiary) that was formed or acquired after the Effective Date but prior to the First Tranche Notes Issuance Date 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 deem appropriate reasonably request for such purpose, purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five fifteen (4515) days Business Days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (including, without limitation, upon the formation of any Domestic Subsidiary that is a Delaware Divided LLC) or such later date upon which such a first-tier Foreign Subsidiary commences business):occurs, (B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded Subsidiary and (D) a designation in accordance with Section 7.17 of an Unrestricted Subsidiary as a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded 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 document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(e) and (IIIf) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable customary opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i) of this paragraph (b)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the 2018 Senior Convertible Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that such Subsidiary shall not be required to comply with clause (i) or (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the 2018 Senior Convertible Notes, then upon delivery to the Administrative Agent of evidence of such releases and so long as no Default then exists, the Administrative Agent shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary from its Guarantee of the Obligations.

Additional Subsidiaries. Within forty-five (455) days Business Days after the acquisition Borrower or formation of any Subsidiary (creates, acquires or such later date upon which such Subsidiary commences business):otherwise forms a Subsidiary, Borrower shall: (a) notify execute and deliver, or cause the Person owning all of the outstanding equity interests in such Subsidiary to execute and deliver, to Administrative Agent thereof on behalf of the Lenders, a Pledge Agreement, pursuant to which all of the outstanding equity interests in writingsuch Subsidiary shall be pledged to Administrative Agent on behalf of the Lenders, together with the (i) jurisdiction of formationany certificates representing all equity interests so pledged, (ii) number of if any, and for each such certificate representing shares of each class of Equity Interests outstandingstock, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; anda stock power executed in blank; (b) if cause such Subsidiary is a Domestic Subsidiary, cause such Person to execute and deliver to Administrative Agent on behalf of the Lenders (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 deem appropriate for such purpose, guaranty (ii) an agreement substantially similar to the security agreements executed and delivered on the Closing Date and (iii) a Mortgage as to all real property interests containing any proved reserves owned or leased by such Subsidiary; (c) cause such Subsidiary to execute and deliver to the Administrative Agent (A) copies on behalf of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer the Lenders appropriate financing statements covering the Collateral of such Subsidiary, ; (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iiid) deliver or cause to be delivered to Administrative Agent on behalf of the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests Lenders all agreements, documents, instruments and other writings described in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentSection 4.1(c)(i), (Bd) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualtyk), liability and any other insurance with respect to such Subsidiary; and (e) deliver or cause to be delivered to Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary required by the Credit Documents, identifying the Collateral as Administrative Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope or any Lender through Administrative Agent may reasonably satisfactory to the Administrative Agentrequest.

Additional Subsidiaries. Within forty-five (45a) days Promptly (and in any event within fifteen (15) days) after the formation or acquisition or formation of any domestic Subsidiary (by Borrower or any other Loan Party, Borrower or such later date upon other Loan Party, as applicable, shall cause to be executed and delivered, by such new domestic Subsidiary, (i) a guaranty agreement, in form and substance reasonably satisfactory to Agent (the “Guaranty”), pursuant to which such Subsidiary commences business): (a) notify shall guarantee the Administrative Agent thereof in writing, together with payment and performance of all of the (i) jurisdiction of formationObligations, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating joinder agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standingpursuant to which such new domestic Subsidiary shall agree to become a party to this agreement as a Guarantor and Loan Party and becomes liable for the Obligations as set forth herein and in the other Debt Documents, existence or and to grant liens in its Collateral to secure the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationObligations hereunder, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agentapplicable Loan Parties, such other related documents (Bincluding closing certificates, legal opinions and other similar documents) such patentas the Agent may reasonably request, trademark all in form and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope substance reasonably satisfactory to the Administrative Agent. (b) Promptly (and in any event within ten (10) days) after the formation or acquisition of any foreign Subsidiary the ownership interests of which are owned by any Loan Party, the Loan Parties shall cause to be executed and delivered (i) by the Loan Party that is such Foreign Subsidiary’s direct parent company (or companies), a Pledge Agreement in form and substance reasonably satisfactory to Agent, pursuant to which 65% of the voting Stock of such new foreign Subsidiary owned by each such parent company shall be pledged to Agent (for the benefit of itself and the Lenders) on a first priority and perfected basis to secure the Obligations, together with, to the extent the stock is certificated, pledged stock certificates with endorsements in blank in respect of such pledged Stock, and (ii) by the applicable Loan Parties, such other related documents (including closing certificates, legal opinions and other similar documents) as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent.

Additional Subsidiaries. Within forty-five Simultaneously with (45or such longer period as the Administrative Agent may provide at its sole option) days after any Acquisition or the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Loan Party 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; and (b) if simultaneously with a Permitted Acquisition, or within thirty (30) days (in each case, or such later date as may be approved in writing by the Administrative Agent at its sole option) of any Permitted Acquisition or any Subsidiary is a Domestic being formed, cause each Subsidiary formed or acquired in connection with such Permitted Acquisition, other than an Excluded Subsidiary or an Excluded Foreign Subsidiary, cause such Person to (iA) become a Borrower or Guarantor (to be determined by the Administrative Agent absent the prior direction of the Required Lenders in their sole discretion) by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement joinder agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purposepurpose (including as required under the Security Agreement), and (iiB) deliver to the Administrative Agent (A) copies documents of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified the types referred to be true and complete by an Authorized Officer of such Subsidiaryin Sections 4.01(b), (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantorc), and (IIId) incumbency certificates for such Subsidiaryand take any actions required under Section 6.14, in each case certified and, if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies which shall cover, among other things, the legality, validity, binding effect and enforceability of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause documentation referred to be delivered to the Collateral Agent in clause (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days Business Days after the acquisition Borrower or formation of any Subsidiary (creates, acquires or such later date upon which such Subsidiary commences business):otherwise forms a Subsidiary, the Borrower shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction execute and deliver, or cause the Person owning all of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of the outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if equity interests in such Subsidiary is a Domestic Subsidiaryto execute and deliver, cause such Person to (i) become a Guarantor by executing and delivering as applicable, to the Administrative Agent on behalf of the Lenders, a Guarantor Joinder Agreement Pledge Agreement, or an amendment or supplement to an existing Pledge Agreement, if appropriate, pursuant to which all of the outstanding equity interests in such other documents as Subsidiary shall be pledged to the Administrative Agent shall deem appropriate on behalf of the Lenders, together with any certificates representing all equity interests so pledged, if any, and for each such purposecertificate representing shares of stock, a stock power executed in blank; (ii) cause such Subsidiary to execute and deliver to the Administrative Agent on behalf of the Lenders (Ai) copies a Guaranty, (ii) a ratification and acceptance of articles of incorporationthe Subordination Agreement, certificate of organization (iii) an agreement substantially similar to the Security Documents executed and delivered on the Closing Date and (iv) a Mortgage and a Subordinate Mortgage as to all Oil and Gas Properties containing any proved Hydrocarbon reserves owned or formation, or other like document for leased by such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, ; (Biii) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which cause such Subsidiary is joining as a Guarantor, to execute and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent on behalf of the Lenders and the Issuing Bank, (C) copies or to authorize the Administrative Agent to file or record without such Subsidiary’s signature, appropriate financing statements covering the collateral of certificates of good standing, existence or the like of a recent date for such Subsidiary from described in the appropriate Governmental Authority of its jurisdiction of formation Security Documents required to be delivered pursuant to the foregoing clauses (i) or organization, and (iiiii); (iv) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect on behalf of the security interests Lenders and the Issuing Bank all agreements, documents, instruments and other writings of the type described in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentSection 4.1(a)(iii), (Biv) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (Dvi) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect and opinions of counsel acceptable to the casualty insurance Administrative Agent and additional insured with respect to the liability insurance, as appropriate, in each case in form, content form and scope reasonably substance satisfactory to the Administrative Agent covering the matters covered by the opinions delivered on the Closing Date with respect to such Subsidiary; and (v) deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the Administrative Agent, or the Issuing Bank or any Lender through the Administrative Agent, may reasonably request.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition Business Days any Loan Party or formation any of any Subsidiary (their Subsidiaries creates, acquires or such later date upon which such Subsidiary commences business):otherwise forms a Subsidiary, Borrowers shall: (a) notify execute and deliver, or cause the Person owning all of the outstanding equity interests of such Subsidiary to execute and deliver, to the Administrative Agent thereof on behalf of the Lenders an agreement, substantially similar to the Pledge and Security Agreements, with such changes as shall be necessary in writingthe circumstances, pursuant to which all of the outstanding equity interests of such Subsidiary shall be pledged to the Administrative Agent on behalf of the Lenders, together with the (i) jurisdiction of formation, (ii) number of shares of any certificates representing all such equity interests so pledged and for each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; andsuch certificate a stock power executed in blank; (b) if cause such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing execute and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent on behalf of the Lenders (Ai) copies of articles of incorporation, certificate of organization the Supplement to the Guaranty Agreement; (ii) an agreement substantially similar to the Security Agreement and (iii) a Mortgage as to all real property interests owned or formation, or other like document for leased by such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, ; (Bc) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which cause such Subsidiary is joining as a Guarantor, to execute and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent on behalf of the Lenders appropriate Financing Statements, (C) copies each with such changes as shall be necessary in the circumstances, covering such Collateral of certificates of good standing, existence or the like of a recent date for such Subsidiary from of the appropriate Governmental Authority of its jurisdiction of formation general types and values covered by the Security Documents executed on or organization, and prior to the date hereof; (iiid) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside behalf of the United StatesLenders all agreements, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateraldocuments, together with undated stock transfer powers executed instruments and other writings described in blankSection 4.04, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary; (e) cause such Subsidiary required by to deliver to the Credit Documents, identifying Administrative Agent on behalf of the Collateral Agent as lender’s loss payee Lenders a Landlord's Agreement with respect to the casualty insurance and additional insured with respect each leased location located at which any inventory of such Person is stored or maintained; and (f) deliver or cause to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory be delivered to the Administrative AgentAgent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. Notwithstanding anything to the contrary set forth in this Section, none of Conn Funding I LP, Conn Funding II LP, Conn Funding LLC, Conn Funding II GP LLC, Conn CC LP, Conn Credit LLC or CCC shall be treated as a new Subsidiary under this Section (other than for purposes of the pledge of limited partnership interests in and to Conn Funding II LP, and, if any material assets are owned by Conn Funding I LP, limited partnership interests in Conn Funding I LP, pursuant to Section 5.13(a) above) or be required to execute or deliver any documents under this Section so long as the sole property owned by such entities shall be (i) in the case of CCC, a general partnership interest in and to Conn CC LP and limited liability company membership interests in and to Conn Credit LLC, (ii) in the case of Conn Credit LLC, a limited partnership interest in and to Conn CC LP and a limited partnership interest in Conn Funding I LP, (iii) in the case of Conn CC LP, contracts with Conn Funding I LP regarding the servicing of receivables purchased by Conn Funding I LP, (iv) in the case of Conn Funding LLC, a general partnership interest in and to Conn Funding I LP, (v) in the case of Conn Funding II GP LLC, a general partnership interest in and to Conn Funding II LP and (vi) in the case of Conn Funding II, LP, the Trust Estate (as such term is defined in the Conn Funding II Indenture). If any of such entities shall own property other than the property described in the preceding sentence, then such entity shall be treated as a new Subsidiary for purposes of this Section 5.13 and shall be required to execute and deliver the documentation required by this Section.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Domestic Subsidiary (or such later date upon which such any Subsidiary commences business): (a) directly owned by a Domestic Subsidiary, notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.12), if such Subsidiary Person is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiy) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Section 2(f) and (IIIg) incumbency certificates for such Subsidiaryof the First Amendment and, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (x)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Upon the guarantee by any Restricted Subsidiary that is a Domestic Subsidiary of (i) the Senior Notes or (ii) any Indebtedness incurred pursuant to Section 8.03(g) in an aggregate principal amount exceeding the Threshold Amount, concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to (x) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to Sections 2(f) and (g) of the First Amendment and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five (45) days after Prior to or upon the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Collateral Agent and the Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) certified (as being true, complete and correct) copies of its organizational and governance documents, (iii) a certified copy of a good standing certificate, (iv) number of shares of each class of Equity Interests outstanding, (iiiv) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent or any Subsidiary and (ivvi) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and; (b) if such Subsidiary (other than an Immaterial Subsidiary) is a Domestic not an Excluded Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent Purchasers a Guarantor Joinder Agreement or such other documents as the Administrative Collateral Agent or the Required Purchasers shall deem appropriate reasonably request for such purpose, (ii) and deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent documents of the types referred to in Sections 5.01(f) and (Ag) and if requested by the Required Purchasers, favorable opinions of counsel to such UCC financing statements necessary or appropriate Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateralabove, as determined by the Collateral Agentapplicable), (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative AgentRequired Purchasers. (c) if such Subsidiary (other than an Immaterial Subsidiary) is not an Excluded Subsidiary, cause such Person to satisfy all requirements contained in this Agreement (including Section 7.14) and each other Note Document if and to the extent applicable to such Person. (d) The parties hereto agree that any Subsidiary (other than an Immaterial Subsidiary) that is not an Excluded Subsidiary shall constitute a Note Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (b) above. Any document, agreement or instrument executed or issued pursuant to this Section 7.12 shall be a Note Document.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic 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 document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(d) and (Af) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (a)), all in form, content and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Borrower, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Foreign Subsidiary and FTI Capital Advisors, LLC) provides a Guarantee in respect of any of the Senior Notes or the 2005 Convertible Senior Subordinated Notes, the Borrower shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (Ci) copies of certificates of good standing, existence become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the like of a recent date Administrative Agent shall deem appropriate for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationpurpose, and (iiiii) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside documents of the United States, (Ctypes referred to in Sections 5.01(d) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (Df) certificates and favorable opinions of insurance for casualty, liability and any other insurance with respect counsel to such Subsidiary required by Person (which shall cover, among other things, the Credit Documentslegality, identifying validity, binding effect and enforceability of the Collateral Agent as lender’s loss payee with respect documentation referred to the casualty insurance and additional insured with respect to the liability insurancein clause (a)), as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (1) Within forty-five thirty (4530) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after (x) the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary or a first-tier Foreign Subsidiary or (y) the date any Joint Venture becomes a Wholly Owned Subsidiary that is a Domestic Subsidiary or a first-tier Foreign Subsidiary and (2) within ninety (90) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after (A) the acquisition or formation of any Subsidiary not described in clause (1)(x) or such later (B) the date upon which such any Joint Venture becomes a Wholly Owned Subsidiary commences businessnot described in clause (1)(y): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and (b) if such Subsidiary is a Domestic 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 document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(e) and (IIIf) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i) of this paragraph (b)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Foreign Subsidiary and FTI Capital Advisors, LLC) provides a Guarantee in respect of any of the Senior Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that such Subsidiary shall not be required to comply with clause (i) or (ii) if the Administrative Agent, in its sole discretion, determines that the cost or burden of compliance therewith is excessive in relation to the value afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the Senior Notes, then upon delivery to the Administrative Agent of evidence of such releases and so long as no Default then exists, the Administrative Agent shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary from its Guarantee of the Obligations.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary, the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Borrower or any other Credit Party 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; and (bi) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Section 5.1(b), and favorable opinions of counsel to such joining Guarantor (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateralimmediately foregoing clause (i)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no such Subsidiary shall be required to become a Guarantor hereunder if such Subsidiary (I) is an Excluded Subsidiary or a Foreign Subsidiary, or (II) is expressly prohibited in writing from guaranteeing Indebtedness of any other Person pursuant to (x) a provision in any document, instrument or agreement evidencing Indebtedness or other material agreement of such Subsidiary, (y) a provision of such Subsidiary’s Organizational Documents to the extent required by another holder of the Capital Stock of such Subsidiary in connection with the formation thereof or (z) a provision of such Subsidiary’s Organizational Documents, which provision was included in such Organizational Document or such other document, instrument or agreement as an express condition to the extension of Indebtedness to such Subsidiary by any of a third party creditor providing the subject financing, any other third-party guarantor thereof or any rating agency in respect thereof, or was included in such Organizational Documents in contemplation of such Subsidiary’s entering into any such Indebtedness or other material agreement; provided, that if (A) any Subsidiary qualifying as an Excluded Subsidiary as of the date of its acquisition or formation ceases to qualify as an Excluded Subsidiary, or (B) the applicable prohibition against guaranteeing Indebtedness of any other Person shall no longer be in effect with respect to a Subsidiary that is or was not required to become a Guarantor under clause (II) above, the Credit Parties shall promptly notify the Administrative Agent that such Subsidiary no longer qualifies as an Excluded Subsidiary or that such prohibition is no longer in effect with respect to such Subsidiary (as applicable), and the Credit Parties shall, within thirty (30) days after the date that such Subsidiary ceases to so qualify or such prohibition is no longer in effect with respect to such Subsidiary (or such later date, in each case, with the written consent of the Administrative Agent), cause such Subsidiary to become a Guarantor in accordance with the provisions of clause (b) of this Section 7.12 (unless, in the case of a Subsidiary previously subject to a prohibition against guaranteeing Indebtedness, such Subsidiary otherwise qualifies as an Excluded Subsidiary thereafter). Without limiting the foregoing, as a condition to the inclusion of any Real Estate Asset owned by such Subsidiary in the Borrowing Base (if such Subsidiary is not already a Guarantor or is an Excluded Subsidiary or is not otherwise required to become a Guarantor pursuant hereto), the Borrower and the other Credit Parties shall cause such Subsidiary to become a Guarantor and deliver such documents as are required in connection therewith in accordance with the foregoing clause (b), in each case on or before the earlier of (A) the date on which such Real Estate Asset owned by such Subsidiary is included in any calculation (pro forma or otherwise) of the Borrowing Base and (B) the deadline for the delivery of the next Borrowing Base Certificate.

Additional Subsidiaries. Within forty-five (455) days Business Days after the acquisition Borrower or formation of any Subsidiary (creates, acquires or such later date upon which such Subsidiary commences business):otherwise forms a Subsidiary, the Borrower shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction execute and deliver, or cause the Person owning all of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of the outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if equity interests in such Subsidiary is a Domestic Subsidiaryto execute and deliver, cause such Person to (i) become a Guarantor by executing and delivering as applicable, to the Administrative Agent on behalf of the Lenders, a Guarantor Joinder Agreement Pledge Agreement, or an amendment or supplement to an existing Pledge Agreement, if appropriate, pursuant to which all of the outstanding equity interests in such other documents as Subsidiary shall be pledged to the Administrative Agent shall deem appropriate on behalf of the Lenders, together with any certificates representing all equity interests so pledged, if any, and for each such purposecertificate representing shares of stock, a stock power executed in blank; (ii) cause such Subsidiary to execute and deliver to the Administrative Agent on behalf of the Lenders (Ai) copies a Guaranty, (ii) a ratification and acceptance of articles of incorporationthe Subordination Agreement, certificate of organization (iii) an agreement substantially similar to the Security Documents executed and delivered on the Closing Date and (iv) a Mortgage as to all Oil and Gas Properties containing any proved Hydrocarbon reserves owned or formation, or other like document for leased by such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, ; (Biii) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which cause such Subsidiary is joining as a Guarantor, to execute and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent on behalf of the Lenders and the Issuing Bank, (C) copies or to authorize the Administrative Agent to file or record without such Subsidiary's signature, appropriate financing statements covering the collateral of certificates of good standing, existence or the like of a recent date for such Subsidiary from described in the appropriate Governmental Authority of its jurisdiction of formation or organization, and Security Documents required to be delivered pursuant to the foregoing clause (iiiii); (iv) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect on behalf of the security interests Lenders and the Issuing Bank all agreements, documents, instruments and other writings of the type described in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentSection 4.1(a)(iii), (Biv) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (Dvi) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect and opinions of counsel acceptable to the casualty insurance Administrative Agent and additional insured with respect to the liability insurance, as appropriate, in each case in form, content form and scope reasonably substance satisfactory to the Administrative Agent covering the matters covered by the opinions delivered on the Closing Date with respect to such Subsidiary; and (v) deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the Administrative Agent, or the Issuing Bank or any Lender through the Administrative Agent, may reasonably request.

Additional Subsidiaries. Within forty-five Simultaneously with (45or such longer period as the Administrative Agent may provide at its sole option) days after any Acquisition or the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Loan Party 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; and (b) if simultaneously with a Permitted Acquisition, or within thirty (30) days (in each case, or such later date as may be approved in writing by the Administrative Agent at its sole option) of any Subsidiary is a Domestic being formed, cause each Subsidiary formed or acquired in connection with such Permitted Acquisition, other than an Excluded Subsidiary or an Excluded Foreign Subsidiary, cause such Person to (iA) become a Borrower or Guarantor (to be determined by the Administrative Agent absent the prior direction of the Required Lenders in their sole discretion) by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement joinder agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purposepurpose (including as required under the Security Agreement), and (iiB) deliver to the Administrative Agent (A) copies documents of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified the types referred to be true and complete by an Authorized Officer of such Subsidiaryin Sections 4.01(b), (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantorc), and (IIId) incumbency certificates for such Subsidiaryand take any actions required under Section 6.14, in each case certified and, if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies which shall cover, among other things, the legality, validity, binding effect and enforceability of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause documentation referred to be delivered to the Collateral Agent in clause (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five (45a) days after At the time of the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party RedHill Parent or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary (x) is a Domestic Subsidiaryorganized under the laws of the United States, any state thereof, or the District of Columbia or (y) owns any Talicia Asset, any Acquired Asset, any property or right located in the United States, or any property or right relating in any material respect to the Exploitation of any Product in the United States, in each case, cause such Person Subsidiary to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g), in the case of any personal property Collateral located at a premises leased by a Loan Party, such Collateral Access Agreements as may be reasonably required by the Administrative Agent and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that any documents required by this Section 7.12(a)(ii) of the type referred to in Section 5.01(g)(vi) and the Collateral Access Agreements requested by the Administrative Agent pursuant to this clause (ii) shall be delivered within five days of such acquisition or formation. (b) If RedHill Parent or any Subsidiary transfers any Talicia Asset, any Acquired Asset, any property or right located in the United States, or any property or right relating in any material respect to the Exploitation of any Product in the United States, to a Subsidiary that is not a Loan Party, immediately cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any Domestic Subsidiary (any such Subsidiary, a "New Subsidiary") of the Borrower or any Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the acquisition or formation creation of any first tier Foreign Subsidiary of the Borrower or any Restricted Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated including in connection with the financing a Permitted Acquisition), cause to be executed and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory delivered to the Administrative Agent, (CA) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered supplement to the Collateral Agent applicable Security Documents previously executed and delivery by the Borrower or such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (A65%) such UCC financing statements necessary of the capital stock or appropriate to perfect the security other ownership interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentForeign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United StatesSubsidiary, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed favorable legal opinions addressed to the Administrative Agent and Lenders in blank, form and (D) certificates of insurance for casualty, liability and any other insurance substance reasonably satisfactory thereto with respect to such supplement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary required in such Foreign Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Credit DocumentsAdministrative Agent or the Required Lenders (through the Administrative Agent). (c) The Borrower may, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance at any time and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) is or becomes the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary, or (ii) all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in the case of clause (i), such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the case of clause (ii), the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; PROVIDED that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) is not the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than five (5) Business Days following receipt by the Administrative Agent of such written notice.

Additional Subsidiaries. Within forty-five (45) Parent shall not, directly or ----------------------- indirectly, organize, create, acquire or permit to exist any direct or indirect Subsidiary other than those listed on Schedule 6.3, unless: within ------------ 10 days after such formation or acquisition, the acquisition Parent or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):applicable Borrower, as the case may be, shall: (aA) notify pledge the Administrative Capital Stock of such additional Subsidiary to the Agent thereof in writingpursuant to a Pledge Agreement, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class if such Capital Stock is directly owned (directly or indirectly) by the applicable Credit Parent or a Borrower, or (B) if such Capital Stock is owned by another Loan Party, cause such other Loan Party or any to pledge the Capital Stock of such additional 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; andto the Agent pursuant to a Pledge Agreement; (b) execute and deliver, or cause such other Loan Party to have executed and delivered, to the Agent stock transfer powers executed in blank with signatures guaranteed as the Agent shall request, such UCC-1 financing statements (as furnished by the Agent) in any jurisdiction in which such filing is necessary to perfect the Agent's Liens in such Capital Stock; (c) deliver such other items as are reasonably requested by the Agent in connection with the foregoing, including resolutions, incumbency and officers' certificates, opinions of counsel, search reports and other certificates and documents; provided, however, that if any such -------- ------- additional Subsidiary is not a domestic or Canadian Subsidiary, in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged; (d) if such additional Subsidiary is a Domestic domestic or Canadian Subsidiary, cause such Person domestic or Canadian Subsidiary to furnish each of the following to the Agent, in sufficient quantities for each Lender: (i) become a duly executed notice and assumption agreement in form and substance acceptable to Agent (an "Additional Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, Assumption Agreement"); (ii) deliver to the Administrative Agent (A) copies of articles the resolutions of incorporationthe board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, certificate delivery and performance by such Subsidiary of organization its Additional Guarantor Assumption Agreement and this Agreement and any other applicable Loan Documents, certified as of the date of such Additional Guarantor Assumption Agreement (the "Additional Guarantor Accession Date") by the Secretary or formation, an Assistant Secretary (or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer appropriate officer) of such Subsidiary, ; (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery a certificate of the Credit Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, be delivered hereunder; (C) copies of certificates the articles or certificate of good standing, existence incorporation and bylaws (or the like other applicable organizational documents) of a recent date for such Subsidiary from as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate Governmental Authority officer) of its jurisdiction such Subsidiary as of formation or organizationthe Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Agent and the Lenders, in form and substance acceptable to Agent; and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC amendments to the schedules to any Loan Documents as shall be required in connection with the accession of such Subsidiary thereto; and (B) executed UCC-1 financing statements or equivalent PPSA or other applicable filings in Canada furnished by the Agent in any jurisdiction in which such filing is necessary or appropriate to perfect the security interests Agent's Liens in the personal property collateral assets of such Subsidiary and in which the Agent or the Majority Lenders shall request that would constitute Collateralsuch filing be made; and (e) have executed and delivered to the Agent (in sufficient quantities for each Lender) such other items as reasonably requested by the Agent in connection with the foregoing, including officers' certificates, search reports and other certificates and documents. Notwithstanding the compliance of Parent, each Borrower, and such additional Subsidiary with the terms of this Section 7.20, no additional Subsidiary ------------ will be considered for inclusion as a Borrower hereunder, nor will any of its Accounts, Inventory, or other assets be considered for inclusion in the Borrowing Base until (a) such assets have been appraised and/or audited, as determined by the Collateral applicable, with results satisfactory to Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (Db) certificates of insurance for casualty, liability Agent and any other insurance with respect to Majority Lenders have otherwise approved such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agenta Borrower.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Domestic Subsidiary (or such later date upon which such any Subsidiary commences business): (a) directly owned by a Domestic Subsidiary, notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent 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; and (b) Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.12), if such Subsidiary Person is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiy) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(f) and (IIIg) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (x)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Upon the guarantee by any Restricted Subsidiary that is a Domestic Subsidiary of (i) the Senior Notes or (ii) any Indebtedness incurred pursuant to Section 8.03(g) in an aggregate principal amount exceeding the Threshold Amount, concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to (x) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (g) and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope satisfactory to the Administrative Agent.

Additional Subsidiaries. (1) Within forty-five thirty (4530) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the acquisition or formation of any Domestic Subsidiary or first-tier Foreign Subsidiary and (2) within ninety (90) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the acquisition or formation of any Subsidiary not described in clause (or such later date upon which such Subsidiary commences business1): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and (b) if such Subsidiary is a Domestic 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 document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (Af) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i) of this paragraph (b)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Foreign Subsidiary and FTI Capital Advisors, LLC) provides a Guarantee in respect of any of the Senior Notes or the 2005 Convertible Senior Subordinated Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the Senior Notes and the 2005 Convertible Senior Subordinated Notes, then upon delivery to the Administrative Agent of evidence of such releases and so long as no Default then exists, the Administrative Agent shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary from its Guarantee of the Obligations.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests Capital Stock outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiB) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(n) and (Ao) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (a)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Within sixty (60) days after the acquisition or formation of any Foreign Subsidiary, pledge to the Administrative Agent the Capital Stock of such Foreign Subsidiary required to be pledged to the Administrative Agent pursuant to Section 7.14, together with undated stock powers executed in blank (unless the pledge of any such Capital Stock is not perfected by deliveries under the law of the jurisdiction of formation of such Person or is prohibited by law). In the event that foreign laws affecting the pledge of the Capital Stock of a Foreign Subsidiary prohibit the delivery of stock certificates or powers for such Foreign Subsidiary, or if a pledge of such Capital Stock is not perfected under applicable law by such deliveries, the applicable Loan Party shall take such other action as necessary to cause the Administrative Agent to have a perfected, first priority security interest in such Capital Stock.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date including, without limitation, upon which such the formation of any Subsidiary commences businessthat is a Delaware Divided LLC): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic Subsidiary, cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (h) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (b) on or prior to each Credit Date, cause each Subsidiary that was formed or acquired after the Effective Date but prior to such Credit Date 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 deem appropriate reasonably request for such purpose, purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(f) and (Ah) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) [reserved] or such later date upon which such (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary commences business):ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (ab) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary, notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary, (A) if such Subsidiary is a Domestic Subsidiary that is a Wholly Owned Subsidiary, cause such Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (iiB) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent (A) copies such Organization Documents, resolutions and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance counsel with respect to such Subsidiary required by the Credit DocumentsGuarantor, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative AgentAgent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and (d) [reserved]. (e) Notwithstanding the foregoing, the requirements of this Section 7.12 shall not apply with respect to any Subsidiary the assets of which constitute “Excluded Property” pursuant to clause (g) of the definition of “Excluded Property”.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Domestic SubsidiarySubsidiary (other than a Foreign Subsidiary Holding Company), cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) on the Funding Date, cause each Domestic Subsidiary (other than a Foreign Subsidiary Holding Company) that was formed or acquired after the Effective Date but prior to the Funding Date 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 deem appropriate reasonably request for such purpose, purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five Subject to subsections (45c) and (d) below, within thirty (30) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Material Subsidiary, the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Borrower or any other Credit Party 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; and (bi) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Section 5.1(b), and favorable opinions of counsel to such joining Guarantor (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateralimmediately foregoing clause (i)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Upon the occurrence of the Investment Grade Rating Date, and provided that no Event of Default is then occurring, all Subsidiaries shall be automatically released from their obligations under the Guaranty once Borrower provides a certification to Administrative Agent that all such Subsidiaries have been released from liability for any other Indebtedness and from liability under any guaranties of Indebtedness. At the request of Administrative Agent, Borrower shall provide documentation to Administrative Agent evidencing such release, and subject to Section 7.12(d) below, no Material Subsidiary (including any Unencumbered Property Owner) shall thereafter be required to deliver a Guaranty hereunder. (d) From and after the date the Subsidiaries referenced in (c) above are released from the Guaranty as provided under Section 7.12(c) above, the Borrower shall promptly, from time to time, deliver to the Administrative Agent a replacement or joinder to guaranty from any Material Subsidiary that, but for the provisions of Section 7.12(c), would have been required to be a Guarantor, and as applicable, the Guaranty from any subject Guarantor that was released under (c) above shall be deemed automatically reinstated (without the need for any further action) upon the occurrence of any of the following: (i) Borrower ceases to maintain its Investment Grade Rating; or (A) Such Material Subsidiary which is an Unencumbered Property Owner, or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary, becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower; or (B) As to any other Material Subsidiary; such Material Subsidiary (or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of Parent, the Borrower or any Subsidiary of the Parent or Borrower, unless the terms of such Indebtedness prohibit the execution of such guaranty (e) Notwithstanding the foregoing, no such Subsidiary shall be required to become a Guarantor hereunder if such Subsidiary (I) is an Excluded Subsidiary or a Foreign Subsidiary, or (II) is expressly prohibited in writing from guaranteeing Indebtedness of any other Person pursuant to (x) a provision in any document, instrument or agreement evidencing Indebtedness or other material agreement of such Subsidiary, (y) a provision of such Subsidiary’s Organizational Documents to the extent required by another holder of the Capital Stock of such Subsidiary in connection with the formation thereof or (z) a provision of such Subsidiary’s Organizational Documents, which provision was included in such Organizational Document or such other document, instrument or agreement as an express condition to the extension of Indebtedness to such Subsidiary by any of a third party creditor providing the subject financing, any other third-party guarantor thereof or any rating agency in respect thereof, or was included in such Organizational Documents in contemplation of such Subsidiary’s entering into any such Indebtedness or other material agreement; provided, that if (A) any Subsidiary qualifying as an Excluded Subsidiary as of the date of its acquisition or formation ceases to qualify as an Excluded Subsidiary, or (B) the applicable prohibition against guaranteeing Indebtedness of any other Person shall no longer be in effect with respect to a Subsidiary that is or was not required to become a Guarantor under clause (II) above, the Credit Parties shall promptly notify the Administrative Agent that such Subsidiary no longer qualifies as an Excluded Subsidiary or that such prohibition is no longer in effect with respect to such Subsidiary (as applicable), and the Credit Parties shall, within thirty (30) days after the date that such Subsidiary ceases to so qualify or such prohibition is no longer in effect with respect to such Subsidiary (or such later date, in each case, with the written consent of the Administrative Agent), cause such Subsidiary to become a Guarantor in accordance with the provisions of clause (b) of this Section 7.12 (unless, in the case of a Subsidiary previously subject to a prohibition against guaranteeing Indebtedness, such Subsidiary otherwise qualifies as an Excluded Subsidiary thereafter). (f) Without limiting the foregoing, but subject to subsections 7.12 (c) and (d), as a condition to the inclusion of any Real Estate Asset owned by such Subsidiary in the Borrowing Base (if such Subsidiary is not already a Guarantor or is an Excluded Subsidiary or is not otherwise required to become a Guarantor pursuant hereto), the Borrower and the other Credit Parties shall cause such Subsidiary to become a Guarantor and deliver such documents as are required in connection therewith in accordance with the foregoing clause (b), in each case on or before the earlier of (A) the date on which such Real Estate Asset owned by such Subsidiary is included in any calculation (pro forma or otherwise) of the Borrowing Base and (B) the deadline for the delivery of the next Borrowing Base Certificate.

Additional Subsidiaries. Within fortyIt is the intent of the parties that each U.S. Subsidiary of the Issuer that is a Wholly-five (45) days Owned Subsidiary and established, created or acquired by the Issuer after the Closing Date and each Subsidiary that Guarantees the obligations of the Issuer under the FP Note Documents or the LM/BP Note Documents become a Guarantor hereunder. Prior to or upon the acquisition or formation of any Subsidiary (or such later date upon which the Guarantee by such Subsidiary commences business):of the obligations under the FP Note Documents or the LM/BP Note Documents: (a) notify the Administrative Collateral Agent and the Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Note Party 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; and (b) if such U.S. Subsidiary is a Domestic Subsidiary(A) is a Wholly-Owned Subsidiary or (B) a Subsidiary that Guarantees or is otherwise obligated in respect of any other Indebtedness for borrowed money of any Note Party, including the FP Notes and the LM/BP Notes, cause within 45 days (or such Person longer period of time as agreed to by the Required Purchasers in their sole discretion) (i) such Subsidiary to become a Guarantor by executing and delivering to the Administrative Collateral Agent and the Purchasers a Guarantor Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose, and (ii) deliver to the Administrative Collateral Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, and (IIIin Sections 6.01(f)-(h) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory order to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered grant Liens to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect for the security interests benefit of the Secured Parties in the personal property collateral all assets of such Subsidiary that would constitute Collateralconstituting Collateral and favorable opinions of counsel to such Persons (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as determined by the Collateral Agentapplicable), (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative AgentRequired Purchasers.

Additional Subsidiaries. (a) Within forty-five (45) days (or such longer period as may be agreed to by the Required Lenders in their sole discretion) after the acquisition or formation of any Subsidiary (or such later date upon which such it being understood that any Domestic Subsidiary commences businessbecoming a Material Domestic Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 7.12): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formationorganization, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such Subsidiary is a Material Domestic SubsidiarySubsidiary (other than a Foreign Subsidiary Holding Company), cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Required Lenders shall reasonably request for such purpose, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and Section 5.02(e) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Required Lenders. (b) On the Funding Date, cause each Material Domestic Subsidiary (other than a Foreign Subsidiary Holding Company), that was formed or acquired after the Closing Date but on or prior to the Funding Date 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 Required Lenders shall deem appropriate reasonably request for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative AgentRequired Lenders.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) as the Administrative Agent may agree in its sole discretion), notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formationorganization (or foreign equivalent), (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Loan Party or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) identification as to whether such Subsidiary is an Excluded Subsidiary; and and (b) if Within sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion) after (i) the acquisition or formation of any Subsidiary is a Domestic (other than any Excluded Subsidiary) or (ii) the date on which any Subsidiary that was formerly an Excluded Subsidiary ceases to be an Excluded Subsidiary, in each case, cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (g) 95 CHAR1\1707916v5 (c) on the Funding Date, cause each Subsidiary (other than any Excluded Subsidiary) that was formed or acquired after the Effective Date but prior to the Funding Date 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 deem appropriate reasonably request for such purpose, purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.02(f) and (Ag) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations of such Section, promptly upon (45) and in any event (x), for any such creation or acquisition constituting an Investment in excess of the Threshold Amount, within 15 days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify as the Administrative Agent thereof shall agree to in writingits sole discretion) and (y), together with for any such creation or acquisition constituting an Investment not in excess of the Threshold Amount, within 45 days after (or such later date as the Administrative Agent shall agree to in its sole discretion)) (i) jurisdiction the creation or acquisition of formationany direct or indirect Subsidiary by any Loan Party (other than an Excluded Subsidiary), (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party or any such new Subsidiary and (iv) number the Loan Parties will execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a duly executed Guarantor Joinder in accordance with Section 12.12, pursuant to which (A) such new Subsidiary shall become a party hereto as a Guarantor and shall become a party to the Security Agreement or as a Grantor (as defined therein), and (B) the Equity Interests (as defined in the Security Agreement) of such other documents as new Subsidiary shall be pledged by the Administrative Agent shall deem appropriate for such purpose, applicable Loan Party to the extent provided in the Collateral Documents; and (ii) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (A) each such new Excluded Subsidiary will execute and deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true a duly executed Negative Pledge Agreement and complete by an Authorized Officer of such Subsidiary, (B) the Equity Interests (Ias defined in the Security Agreement) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving new Subsidiary shall be pledged by the transactions contemplated applicable Loan Party to the extent provided in connection the Collateral Documents. Concurrently with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantorforgoing, and (III) incumbency certificates for such Subsidiarythe Loan Parties will deliver, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent delivered, all certificates evidencing such Equity Interests (A) such UCC financing statements necessary or appropriate to perfect the security interests as defined in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute CollateralSecurity Agreement), together with undated stock undated, executed transfer powers executed in blankpowers, and such other Collateral Documents and such other documents, certificates and opinions (Dincluding opinions of local counsel in the jurisdiction of organization of each such new Subsidiary) certificates of insurance for casualtyregarding such new Subsidiary, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a Prior Security Interest in the Collateral, to the extent provided in the Collateral Documents, for the Secured Obligations. If any Loan Party delivers a Mortgage with respect to any real property, it will also deliver any Real Estate Deliverables required by applicable Law.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement in substantially the form of Exhibit 4.08 or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent opinions of counsel to such Person (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. The Lenders agree that (i) any Subsidiary of which Holdings and its Subsidiaries directly or indirectly own at least eighty percent (80%) of the Equity Interests (each such Subsidiary a “Specified Subsidiary”) shall not be required to become a Guarantor if and to the extent that (A) such Subsidiary is and remains an Immaterial Subsidiary and (B) the aggregate fair market value of Property owned by all Specified Subsidiaries that are not Guarantors does not exceed $1,000,000 and (ii) any Subsidiary that is not a Specified Subsidiary shall not be required to become a Guarantor if and to the extent that all such Subsidiaries that are not Guarantors account and continue to account in the aggregate for no more than five percent (5%) of the consolidated revenues of the Borrower and its Subsidiaries for each preceding fiscal year.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (other than a Restricted Subsidiary) after the date hereof, or such later date upon which such the occurrence of any Subsidiary commences business):no longer qualifying as a “Restricted Subsidiary”: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and; (b) if cause such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or Agreement, a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose, unless (X) such Person is a Foreign Subsidiary, (Y) such Person is a CFC Holdco, or (Z) such Person is a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Organization Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance resolutions and additional insured with respect to the liability insurancefavorable opinions of counsel, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary (other than (X) a Foreign Subsidiary, (Y) a CFC Holdco or (Z) a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.

Additional Subsidiaries. Within forty-(a) At any time that any Loan Party or any newly formed or acquired Subsidiary that is to become a Loan Party pursuant to clause (b) below acquires any personal property not subject to a perfected security interest in and Lien in favor of the Administrative Agent pursuant to the Collateral Documents, within five (455) days Business Days after the acquisition or formation of any Subsidiary (or such later date upon which personal property by such Subsidiary commences business): (a) notify Person, the Borrower shall furnish to the Administrative Agent thereof Agent, in writingreasonable detail, together with the (i) jurisdiction a written description of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; andsuch personal property. (b) if Within thirty (30) days of the formation or acquisition of a Subsidiary by any Loan Party (other than a Foreign Subsidiary, which is addressed in clause (c) below), the Borrower shall, and shall cause any such Subsidiary is a Domestic Subsidiaryto, cause such Person to at the Borrower’s expense, (i) become a Guarantor by executing duly execute and delivering deliver to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver joinder agreement to the Administrative Agent (A) copies of articles of incorporationGuaranty, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true the Security Agreement and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a GuarantorPledge Agreement, and (III) incumbency certificates for such Subsidiary, in each case certified all other applicable Collateral Documents specified by an Authorized Officer and in form and substance satisfactory to the Administrative Agent, (Cii) copies deliver to the Administrative Agent documents of certificates of good standingthe types referred to in Section 4.1(h), existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationSection 4.1(j) and Section 4.1(k), and (iii) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate any other documents and instruments requested by the Administrative Agent, including favorable opinions of counsel to perfect the security interests in the personal property collateral of Borrower and such Subsidiary that would constitute Collateral(which shall cover, as determined by among other things, the Collateral Agentlegality, (B) such patentvalidity, trademark binding effect and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, the Borrower shall, and shall cause any such Subsidiary to, at the Borrower’s expense, take all such other actions as the Administrative Agent may consider necessary or desirable to give full effect to the Guaranty and to perfect and preserve the rights and powers of the Administrative Agent and the Lenders under the Collateral Documents. (c) Within thirty (30) days of the formation or acquisition of a Foreign Subsidiary by any Loan Party, the Borrower shall, and shall cause the applicable Loan Party and such Foreign Subsidiary to, at the Borrower’s expense, (i) duly execute and deliver to the Administrative Agent a Pledge Agreement or such other document applicable under applicable law as the Administrative Agent shall deem necessary or desirable for the collateral pledge of and perfection of the Equity Interests of such Foreign Subsidiary, (ii) deliver to the Administrative Agent all certificates representing the Equity Interests pledged to the Administrative Agent and the Lenders pursuant to the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, for certificated Equity Interests, (iii) deliver to the Administrative Agent documents of the types referred to in Section 4.1(d) through and including Section 4.1(g), and any other documents and instruments requested by the Administrative Agent, including favorable opinions of counsel to the Borrower and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent, (iv) taking such additional actions as the Administrative Agent may consider necessary or desirable under applicable law to perfect the Lien of the Administrative Agent in such Equity Interests. The Loan Parties will pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, all the issued and outstanding Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign corporation within the meaning of Section 951 of the Code would result in any material adverse tax consequence or duty, in which case, the Loan Parties will pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such first-tier Foreign Subsidiary.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):of the Parent: (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests Capital Stock outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Borrower or any Subsidiary and Subsidiary, (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; andthereto and (E) a statement as to whether such Subsidiary is an HMO Subsidiary or a Controlled Subsidiary; (bii) if such Subsidiary is a Material Domestic SubsidiarySubsidiary other than (A) an HMO Subsidiary which is prohibited from providing a full and unconditional guaranty of the Obligations or (B) a Controlled Subsidiary acquired pursuant to a Permitted Other Acquisition or created pursuant to Section 8.02(i), cause such Person to (i1) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (2) deliver to the Administrative Agent documents of the types referred to in Section 5.01(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 clause (1)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (iii) if such Subsidiary is an HMO Subsidiary that is prohibited from providing a full and unconditional guaranty of the Obligations, to the extent permitted by applicable state law, (A) cause such Person to issue an Intercompany Note, in an amount equal to 75% of the maximum amount permitted under applicable law or such lesser amount approved by the Required Lenders, to the Borrower and deliver Intercompany Security Documents to the Borrower, (B) deliver the Collateral Assignment Documents to the Collateral Agent with respect to such Intercompany Note and Intercompany Security Documents, and (C) deliver to the Collateral Agent documents of the types referred to in Section 5.01(d) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Collateral Assignment Documents and), all in form, content and scope reasonably satisfactory to the Collateral Agent. (b) If at any time any Subsidiary that is not a Guarantor provides a guarantee of the Borrower's obligations in respect of the Subordinated Indebtedness and/or the Senior Subordinated Notes, then promptly (and in any event within five (5) days), cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Section 5.01(d) and favorable opinions of counsel to such Person (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. (1) Within forty-five fifteen (4515) days Business Days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary or a first-tier Foreign Subsidiary occurs, (or such later date upon which such B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded Subsidiary commences business):and (D) a designation in accordance with Section 7.17 of an Unrestricted Subsidiary as a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded 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 document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(e) and (IIIf) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable customary opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i) of this paragraph (b)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the Senior Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that such Subsidiary shall not be required to comply with clause (i) or (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the Senior Notes, then upon delivery to the Administrative Agent of evidence of such releases and so long as no Default then exists, the Administrative Agent shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary from its Guarantee of the Obligations.

Additional Subsidiaries. Within forty-five (45a) days after Simultaneously with (or such longer period as may be agreed by the acquisition Collateral Agent at its sole option) any Acquisition or the formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) Subsidiary, notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Loan Party 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; and (b) if Within forty-five (45) days (in each case, or such later date as may be agreed by the Collateral Agent at its sole option) of any Permitted Acquisition or any Subsidiary being formed or any Subsidiary ceases to be an Excluded Subsidiary (including any Subsidiary that ceases to be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter), cause each such Subsidiary is a Domestic (other than an Excluded Subsidiary, cause such Person ) to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents document as the Administrative Agent shall deem appropriate may reasonably request for such purposepurpose (including as required under the Security Agreement) together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral Documents, in each case, to the extent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, and (iiB) deliver to the Administrative Agent (A) copies documents of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified the types referred to be true and complete by an Authorized Officer of such Subsidiaryin Sections 5.1(b), (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantorc), and (IIIe) incumbency certificates for such Subsidiaryand take any actions required under Section 7.14, in each case certified and, if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies which shall cover, among other things, the legality, validity, binding effect and enforceability of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause documentation referred to be delivered to the Collateral Agent in clause (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that if such Subsidiary is a Special Purpose Subsidiary, such Subsidiary shall not be required to become a Guarantor pursuant to this Section 7.12(b) at any time the related Permitted Securitization Transaction is in effect.

Additional Subsidiaries. Within forty-five (45a) days With respect to any Domestic Subsidiary created or acquired after the Closing Date by the Company (including NatureSmart and any entity formed to acquire any assets in the NatureSmart Acquisition or the Global Health Acquisition), promptly cause such Subsidiary to become a party to the Guarantee and Collateral Agreement, deliver to the Administrative Agent the certificates representing the Capital Stock of such Subsidiary, together with undated stock powers, executed in blank, securing the Obligations as described in the Guarantee and Collateral Agreement and covering the types of assets covered by the Guarantee and Collateral Agreement, take all required actions to perfect the security interests created by the Guarantee and Collateral Agreement in the assets of such Subsidiary and if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) through (iii) which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to each direct Material Foreign Subsidiary of the Company or any Domestic Subsidiary acquired or formed after the Closing Date, promptly after the acquisition or formation of any thereof, execute and deliver and cause each such Foreign Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number to execute and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Guarantor Joinder Agreement or Agent, in form and substance reasonably satisfactory to the Administrative Agent, such other documents and instruments (including, without limitation, pledge agreements) and take such action (including, without limitation, the delivery of stock certificates and instruments) as the Administrative Agent shall deem appropriate may reasonably request in order to grant to the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for the Obligations, a first priority perfected security interest in 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of, or equivalent ownership interests in, such purposeForeign Subsidiary, (ii) along with any warrants, options, or other rights to acquire the same, in all cases to the extent legally permissible and practicable and deliver to the Administrative Agent such legal opinions as it shall reasonably request with respect thereto. (Ac) copies of articles of incorporationIf requested by the Administrative Agent, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated grant in connection with the financing and authorizing execution and delivery favor of the Credit Documents Administrative Agent, for the benefit of the Lenders, Liens on any other assets other than real property hereafter acquired by the Company or any Domestic Subsidiary and on previously encumbered assets which become unencumbered, to the extent such Liens are then permissible under applicable law and pursuant to any agreements to which such Subsidiary is joining as the Company or its Subsidiaries are a Guarantorparty, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer pursuant to documentation in form and substance satisfactory to the Administrative Agent. (d) In connection with any Acquisition, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements extent not otherwise provided for in this subsection 8.9, take all action necessary or appropriate to perfect the assure that security interests in and Liens for the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside benefit of the United States, Lenders are granted and perfected in all material assets acquired in such Acquisition (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed including assets of Subsidiaries acquired in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative AgentAcquisition).

Additional Subsidiaries. (a) Within forty-five (45) days after (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any Domestic Subsidiary (any such Subsidiary, a "New Subsidiary") of the Borrower or any Restricted Subsidiary (including in connection with any Permitted Acquisition), cause to be executed and delivered to the Administrative Agent (A) a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Subsidiary (to the extent such New Subsidiary is a Restricted Subsidiary) to the Subsidiary Guaranty Agreement, the Collateral Agreement and any other applicable Security Documents, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such Subsidiary, (C) favorable legal opinions covering such matters consistent with opinions for this Agreement and addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to such joinder agreement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary, as applicable, in such New Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent). (b) Within forty-five (45) days after the acquisition or formation creation of any first tier Foreign Subsidiary of the Borrower or any Restricted Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated including in connection with the financing a Permitted Acquisition), cause to be executed and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory delivered to the Administrative Agent, (CA) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered supplement to the Collateral Agent applicable Security Documents previously executed and delivery by the Borrower or such Restricted Subsidiary, as applicable, to provide for the pledge of sixty-five percent (A65%) such UCC financing statements necessary of the capital stock or appropriate to perfect the security other ownership interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentForeign Subsidiary, (B) updated Schedules 7.1(a) and 7.1(b) reflecting the creation or acquisition of such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United StatesSubsidiary, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed favorable legal opinions addressed to the Administrative Agent and Lenders in blank, form and (D) certificates of insurance for casualty, liability and any other insurance substance reasonably satisfactory thereto with respect to such supplement, (D) original stock or other certificates and stock or other transfer powers evidencing the ownership interests of the Borrower or such Restricted Subsidiary required in such Foreign Subsidiary, and (E) any other documents and certificates as may be reasonably requested by the Credit DocumentsAdministrative Agent or the Required Lenders (through the Administrative Agent). (c) The Borrower may, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance at any time and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory upon written notice to the Administrative Agent, redesignate an Unrestricted Subsidiary as a Restricted Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent determines that: (i) any individual Unrestricted Subsidiary and its respective Subsidiaries (A) represent five percent (5%) or more of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date or (B) are or become the obligor on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary, or (ii) all Unrestricted Subsidiaries and their respective Subsidiaries represent ten percent (10%) or more of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date or (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date, then, in the case of clause (i), such Unrestricted Subsidiary shall be redesignated as a Restricted Subsidiary and in the case of clause (ii), the Borrower shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their Subsidiaries (after giving effect to such redesignation) to represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrower shall be permitted, on prior written notice to the Administrative Agent, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary (or designate any newly formed or acquired Subsidiary as an Unrestricted Subsidiary; provided that such formation or acquisition is otherwise permitted hereunder), so long as the following conditions have been satisfied as reasonably determined by the Administrative Agent: (i) any such individual Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary (A) represent less than five percent (5%) of (I) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (II) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) of the Borrower and its Subsidiaries for the four (4) consecutive fiscal quarters most recently ended prior to such date and (B) are not the obligors on any Debt (notwithstanding the definition thereof, determined by reference to such Unrestricted Subsidiary) which is guaranteed by, credit supported by, or recourse to the Borrower or any Restricted Subsidiary; and (ii) at the time of such proposed designation (or redesignation, as applicable), and after giving effect thereto, all Unrestricted Subsidiaries and their respective Subsidiaries (including the Subsidiary and its respective Subsidiaries to be designated (or redesignated, as applicable) as an Unrestricted Subsidiary) represent less than ten percent (10%) of (A) the Consolidated assets of the Borrower and its Subsidiaries as of the most recently ended fiscal quarter prior to such date and (B) Consolidated EBITDA (notwithstanding the definition thereof, calculated to include all Unrestricted Subsidiaries) for the four consecutive fiscal quarters most recently ended prior to such date. Such designation (or redesignation, as applicable) shall have an effective date mutually acceptable to the Administrative Agent and Borrower, but in no event earlier than fifteen (15) Business Days following receipt by the Administrative Agent of such written notice.

Additional Subsidiaries. (a) Within forty-five (45) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after the acquisition or formation of any Subsidiary (other than an Immaterial Domestic Subsidiary or such later date upon which such Subsidiary commences business): (aan Immaterial Foreign Subsidiary) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) Within forty-five (45) days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after (i) the acquisition or formation of any Subsidiary (other than an Immaterial Domestic Subsidiary or an Immaterial Foreign Subsidiary) if such Subsidiary is a Material Domestic SubsidiarySubsidiary (other than a Material Domestic Subsidiary that is a U.S. Foreign Holdco), or (ii) the date on which any Subsidiary becomes a Material Domestic Subsidiary (other than a Material Domestic Subsidiary that is a U.S. Foreign Holdco), cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiB) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (Af) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (a)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business): (a) notify With respect to any Domestic Subsidiary of the Administrative Agent thereof in writingCompany created or acquired after the Closing Date by the Company, together with the promptly (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if cause such Subsidiary is a Domestic Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering party to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purposeGuarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, executed in blank, securing such Subsidiary's obligations under such guarantee and covering the types of assets covered by the Guarantee and Collateral Agreement, (Aiii) copies take all required actions to perfect the security interests created by the Guarantee and Collateral Agreement in the assets of articles such Subsidiary and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) through (iii) which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to each direct Material Foreign Subsidiary of incorporationthe Company or any Domestic Subsidiary acquired or formed after the Closing Date, certificate promptly after the acquisition or formation thereof, execute and deliver and cause each such Foreign Subsidiary to execute and deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, such documents and instruments (including, without limitation, pledge agreements) and take such action (including, without limitation, the delivery of organization stock certificates and instruments) as the Administrative Agent may reasonably request in order to grant to the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for the Obligations, a first priority perfected security interest in 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of, or formationequivalent ownership interests in, such Foreign Subsidiary, along with any warrants, options, or other like document for rights to acquire the same, in all cases to the extent legally permissible and practicable and deliver to the Administrative Agent such Subsidiarylegal opinions as it shall reasonably request with respect thereto. (c) If requested by the Administrative Agent, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated grant in connection with the financing and authorizing execution and delivery favor of the Credit Documents Administrative Agent, for the benefit of the Lenders, Liens on any other assets other than real property hereafter acquired by the Company or any Domestic Subsidiary and on previously encumbered assets which become unencumbered, to the extent such Liens are then permissible under applicable law and pursuant to any agreements to which such Subsidiary is joining as the Company or its Subsidiaries are a Guarantorparty, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer pursuant to documentation in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within fortyIt is the intent of the parties that each U.S. Subsidiary of the Issuer that is a Wholly-five (45) days Owned Subsidiary and established, created or acquired by the Issuer after the Closing Date and each Subsidiary that Guarantees the obligations of the Issuer under the FP Note Documents, the LM/BP Note Documents or the Convertible Note Documents become a Guarantor hereunder. Prior to or upon the acquisition or formation of any Subsidiary (or such later date upon which the Guarantee by such Subsidiary commences business):of the obligations under the FP Note Documents, the LM/BP Note Documents or the Convertible Note Documents: (a) notify the Administrative Agent and the Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit any Note Party 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; and (b) if such U.S. Subsidiary is a Domestic Subsidiary(A) is a Wholly-Owned Subsidiary or (B) a Subsidiary that Guarantees or is otherwise obligated in respect of any other Indebtedness for borrowed money of any Note Party, including the FP Notes, the LM/BP Notes and the Convertible Notes, cause within 45 days (or such Person longer period of time as agreed to by the Required Purchasers in their sole discretion) (i) such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent and the Purchasers a Guarantor Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, and (IIIin Sections 6.01(f)-(h) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory order to grant Liens to the Administrative Agent, (C) copies Agent for the benefit of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests Secured Parties in the personal property collateral all assets of such Subsidiary that would constitute Collateralconstituting Collateral and favorable opinions of counsel to such Persons (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as determined by the Collateral Agentapplicable), (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative AgentRequired Purchasers.

Additional Subsidiaries. 1. Within forty-five thirty (4530) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Domestic Subsidiary or any Subsidiary directly owned by a Domestic Subsidiary (in each case, other than an Inactive Subsidiary), or such later date upon which such after an Inactive Subsidiary commences business): ceases to be an Inactive Subsidiary (a) but remains a Subsidiary), notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent 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; and 2. Within thirty (b30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition or formation of any Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.12) other than an Inactive Subsidiary, and within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after an Inactive Subsidiary ceases to be an Inactive Subsidiary (but remains a Subsidiary), if such Subsidiary Person is a Domestic Subsidiary that is a Restricted Subsidiary, cause such Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiy) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Section 5.1(f) and (IIIg) incumbency certificates for such Subsidiaryhereof and, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (x)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. 3. Upon the guarantee by any Restricted Subsidiary that is a Domestic Subsidiary of (i) the Senior Notes or (ii) any Indebtedness incurred pursuant to Section 8.03(g) in an aggregate principal amount exceeding the Threshold Amount, concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor hereunder, cause such Subsidiary to (x) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to Sections 5.1(f) and (g) hereof and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary, the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Borrower or any other Credit Party 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; and (bi) if such Subsidiary is a Domestic 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 deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.1(b) and (Ad) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateralimmediately foregoing clause (i)), as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no such Subsidiary shall be required to become a Guarantor hereunder if such Subsidiary (I) is an Excluded Subsidiary or a Foreign Subsidiary, or (II) is expressly prohibited in writing from guaranteeing Indebtedness of any other Person pursuant to (x) a provision in any document, instrument or agreement evidencing Indebtedness or other material agreement of such Subsidiary, (y) a provision of such Subsidiary’s Organizational Documents to the extent required by another holder of the Capital Stock of such Subsidiary in connection with the formation thereof or (z) a provision of such Subsidiary’s Organizational Documents, which provision was included in such Organizational Document or such other document, instrument or agreement as an express condition to the extension of Indebtedness to such Subsidiary by any of a third party creditor providing the subject financing, any other third-party guarantor thereof or any rating agency in respect thereof, or was included in such Organizational Documents in contemplation of such Subsidiary’s entering into any such Indebtedness or other material agreement; provided, that if (A) any Subsidiary qualifying as an Excluded Subsidiary as of the date of its acquisition or formation ceases to qualify as an Excluded Subsidiary, or (B) the applicable prohibition against guaranteeing Indebtedness of any other Person shall no longer be in effect with respect to a Subsidiary that is or was not required to become a Guarantor under clause (II) above, the Credit Parties shall promptly notify the Administrative Agent that such Subsidiary no longer qualifies as an Excluded Subsidiary or that such prohibition is no longer in effect with respect to such Subsidiary (as applicable), and the Credit Parties shall, within thirty (30) days after the date that such Subsidiary ceases to so qualify or such prohibition is no longer in effect with respect to such Subsidiary (or such later date, in each case, with the written consent of the Administrative Agent), cause such Subsidiary to become a Guarantor in accordance with the provisions of clause (b) of this Section 7.14 (unless, in the case of a Subsidiary previously subject to a prohibition against guaranteeing Indebtedness, such Subsidiary otherwise qualifies as an Excluded Subsidiary thereafter). Without limiting the foregoing, as a condition to the inclusion of any Real Estate Asset owned by such Subsidiary in the Borrowing Base (if such Subsidiary is not already a Guarantor or is an Excluded Subsidiary or is not otherwise required to become a Guarantor pursuant hereto), the Borrower and the other Credit Parties shall cause such Subsidiary to become a Guarantor and deliver such documents as are required in connection therewith in accordance with the foregoing clause (b), in each case on or before the earlier of (A) the date on which such Real Estate Asset owned by such Subsidiary is included in any calculation (pro forma or otherwise) of the Borrowing Base and (B) the deadline for the delivery of the next Borrowing Base Certificate.

Additional Subsidiaries. Within forty-five thirty (4530) days (or such longer period agreed to by the Administrative Agent in its sole discretion) after the Company’s delivery pursuant to Section 7.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which (A) an acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (including, without limitation, upon the formation of any Domestic Subsidiary that is a Delaware Divided LLC) or such later date upon which such a first-tier Foreign Subsidiary commences business):occurs, (B) a Joint Venture becomes a Wholly Owned Subsidiary, (C) a Person otherwise ceases to be an Excluded Subsidiary, and (D) a designation in accordance with Section 7.17 of an Unrestricted Subsidiary as a Restricted Subsidiary occurs: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company 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; and (b) if such Subsidiary is a Domestic Subsidiary that is a Restricted Subsidiary (other than an Excluded 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 document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery documents of the Credit Documents types referred to which such Subsidiary is joining as a Guarantor, in Sections 5.01(e) and (IIIf) incumbency certificates for such Subsidiaryand, in each case certified if requested by an Authorized Officer in form and substance satisfactory to the Administrative Agent, favorable customary opinions of counsel to such Person (C) copies of certificates of good standingwhich shall cover, existence or among other things, the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organizationlegality, validity, binding effect and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside enforceability of the United Statesdocumentation referred to in clause (i) of this clause (b)), (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders acknowledge and agree that FTI Capital Advisors, LLC, a Subsidiary of the Company, shall not be subject to the requirements of clause (b) above. Notwithstanding anything herein to the contrary, if any Subsidiary that is not a Guarantor (including any Excluded Subsidiary) provides a Guarantee in respect of any of the 2018 Senior Convertible Notes, the Company shall cause such Subsidiary to, concurrent with providing the Guarantee in respect of such Indebtedness, (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this paragraph), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that such Subsidiary shall not be required to comply with clause (i) or (ii) if the Administrative Agent and the Company determine that the cost or burden or other consequences (including Tax consequences) of compliance therewith is excessive in relation to the practical benefit afforded thereby. With respect to any Foreign Subsidiary that is a Guarantor, if such Foreign Subsidiary is released from its Guarantees with respect to the 2018 Senior Convertible Notes, then upon delivery to the Administrative Agent of evidence of such releases and so long as no Default then exists, the Administrative Agent shall execute such documents as the Company may reasonably request to release such Foreign Subsidiary from its Guarantee of the Obligations.

Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences businesslonger period of time as agreed to by the Administrative Agent in its reasonable discretion): (ai) notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Company or any Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bii) if such in the case of any Domestic Subsidiary is a Domestic (other than an Immaterial Subsidiary), cause such Person to (iA) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiB) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which such Subsidiary is joining as a Guarantor, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Organization Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance resolutions and additional insured with respect to the liability insurancefavorable opinions of counsel, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) If as of any date of determination, the Domestic Subsidiaries that are not Loan Parties, when combined with their Subsidiaries, either (i) have aggregate assets as of such date that exceed 7.5% of total assets of the Company and its Subsidiaries on a consolidated basis, as of such date, or (ii) contributed more than 10% of Consolidated EBITDA for the four quarter period ending immediately prior to such date, within 30 days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) cause such Domestic Subsidiaries to become Subsidiary Guarantors by executing and delivering to the Administrative Agent a Joinder Agreement, together with other documents of the type described in clause (a)(ii) above, as is necessary so that the threshold percentages for consolidated assets and Consolidated EBITDA described above in this subclause (b) are not exceeded.

Additional Subsidiaries. Within forty-five thirty (4530) days after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if such Subsidiary is a Domestic Subsidiary and (i) is a Wholly-Owned Subsidiary or (ii) is a non-wholly owned Subsidiary to the extent (A) such non-wholly-owned Subsidiary’s Organization Documents expressly permit it to become a Guarantor and (B) any consent required of the minority owners has been obtained, cause such Person to (ix) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (iiy) deliver to the Administrative Agent documents of the types referred to in Section 5.01(f) and favorable opinions of counsel to such Person (A) copies of articles of incorporation, certificate of organization or formation, or other like document for such Subsidiary, which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Simultaneously with consummation of the Reorganization, cause ITI to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Section 5.01(f) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (d) Simultaneously with consummation of the Reorganization, cause IC to (i) become the Borrower by executing the Borrower Assignment, Assumption and Release or such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Section 5.01(f) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiaries. Within forty-five thirty (4530) days Business Days after the acquisition Borrower or formation of any Subsidiary (creates, acquires or such later date upon which such Subsidiary commences business):otherwise forms a Subsidiary, the Borrower shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction execute and deliver, or cause the Person owning all of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of the outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party 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; and (b) if equity interests in such Subsidiary is a Domestic Subsidiaryto execute and deliver, cause such Person to (i) become a Guarantor by executing and delivering as applicable, to the Administrative Agent on behalf of the Lenders, a Guarantor Joinder Agreement Pledge Agreement, or an amendment or supplement to an existing Pledge Agreement, if appropriate, pursuant to which all of the outstanding equity interests in such other documents as Subsidiary shall be pledged to the Administrative Agent shall deem appropriate on behalf of the Lenders, together with any certificates representing all equity interests so pledged, if any, and for each such purposecertificate representing shares of stock, a stock power executed in blank; (ii) cause such Subsidiary to execute and deliver to the Administrative Agent on behalf of the Lenders (Ai) copies a Guaranty, (ii) a ratification and acceptance of articles of incorporationthe Subordination Agreement, certificate of organization (iii) an agreement substantially similar to the Security Documents executed and delivered on the Closing Date and (iv) a Mortgage as to all Oil and Gas Properties containing any proved Hydrocarbon reserves owned or formation, or other like document for leased by such Subsidiary, which shall be certified to be true and complete by an Authorized Officer of such Subsidiary, ; (Biii) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery of the Credit Documents to which cause such Subsidiary is joining as a Guarantor, to execute and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent on behalf of the Lenders and the Issuing Bank, (C) copies or to authorize the Administrative Agent to file or record without such Subsidiary's signature, appropriate financing statements covering the collateral of certificates of good standing, existence or the like of a recent date for such Subsidiary from described in the appropriate Governmental Authority of its jurisdiction of formation Security Documents required to be delivered pursuant to the foregoing clauses (i) or organization, and (iiiii); (iv) deliver or cause to be delivered to the Collateral Administrative Agent (A) such UCC financing statements necessary or appropriate to perfect on behalf of the security interests Lenders and the Issuing Bank all agreements, documents, instruments and other writings of the type described in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral AgentSection 4.1(a)(iii), (Biv) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (Dvi) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect and opinions of counsel acceptable to the casualty insurance Administrative Agent and additional insured with respect to the liability insurance, as appropriate, in each case in form, content form and scope reasonably substance satisfactory to the Administrative Agent covering the matters covered by the opinions delivered on the Closing Date with respect to such Subsidiary; and (v) deliver or cause to be delivered to the Administrative Agent on behalf of the Lenders all such information regarding the condition (financial or otherwise), business and operations of such Subsidiary as the Administrative Agent, or the Issuing Bank or any Lender through the Administrative Agent, may reasonably request.

Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary) or such later date upon which such (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary commences business):ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary: (ab) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary, notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (iiB) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and (d) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) copies of articles of incorporation, certificate of organization or formation, or other like document for if such Restricted Subsidiary is a Wholly Owned Subsidiary, which shall be certified cause such Person to be true and complete by an Authorized Officer become a Guarantor of such Subsidiarythe Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (IA) copies of bylawsapply, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving upon the transactions contemplated in connection with the financing and authorizing execution and delivery request of the Credit Documents to which such Subsidiary is joining as a GuarantorAdministrative Agent in its sole discretion, and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory deliver to the Administrative AgentAgent such Organization Documents, (C) copies resolutions and favorable opinions of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance counsel with respect to such Subsidiary required by the Credit DocumentsGuarantor, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent, and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14. (e) Notwithstanding the foregoing, the requirements of this Section 7.12 shall not apply with respect to any Subsidiary the assets of which constitute “Excluded Property” pursuant to clause (g) of the definition of “Excluded Property”. #95537764v15AMERICAS/2023466857.21 #96465179v1

Additional Subsidiaries. Within Promptly, and in any event, not later than forty-five (45) days days, after the acquisition or formation of any Subsidiary (or such later date upon which such Subsidiary commences business):Subsidiary: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the applicable Credit Party any Borrower or any Subsidiary and Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretothereto and (v) a statement as to whether such Subsidiary is a Material Subsidiary; and (b) if such Subsidiary is a Domestic Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (i) become a Domestic 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 5.01(g) and (Ah) copies and favorable opinions of articles of incorporation, certificate of organization or formation, or other like document for counsel to such Subsidiary, Person (which shall be certified to be true cover, among other things, the legality, validity, binding effect and complete by an Authorized Officer of such Subsidiary, (B) (I) copies of bylaws, operating agreement, partnership agreement or like document for such Subsidiary, (II) copies of resolutions approving the transactions contemplated in connection with the financing and authorizing execution and delivery enforceability of the Credit Documents documentation referred to which such Subsidiary is joining as a Guarantorin clause (b)(i)), and (III) incumbency certificates for such Subsidiary, in each case certified by an Authorized Officer in form and substance satisfactory to the Administrative Agent, (C) copies of certificates of good standing, existence or the like of a recent date for such Subsidiary from the appropriate Governmental Authority of its jurisdiction of formation or organization, and (iii) deliver or cause to be delivered to the Collateral Agent (A) such UCC financing statements necessary or appropriate to perfect the security interests in the personal property collateral of such Subsidiary that would constitute Collateral, as determined by the Collateral Agent, (B) such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights that would constitute Collateral, as determined by the Collateral Agent, provided that nothing in this Agreement shall require any Subsidiary to make any filings or take any actions to record or perfect the Collateral Agent’s Lien on and security interest in any intellectual property or intellectual property rights outside of the United States, (C) original certificates evidencing any certificated Equity Interests that when pledged would constitute Collateral, together with undated stock transfer powers executed in blank, and (D) certificates of insurance for casualty, liability and any other insurance with respect to such Subsidiary required by the Credit Documents, identifying the Collateral Agent as lender’s loss payee with respect to the casualty insurance and additional insured with respect to the liability insurance, as appropriate, in each case all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) if such Subsidiary is a Foreign Subsidiary that is a Material Subsidiary (other than a Regulated Subsidiary), cause such Person to (i) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Sections 5.01(g) and (h) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (c)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (d) If at any time any Domestic Subsidiary that is not a Domestic Guarantor provides a guarantee of (i) GFI LLC’s obligations in respect of the JPI Subordinated Indebtedness, (ii) any Person’s obligations with respect to the Additional Subordinated Indebtedness or (iii) any Indebtedness permitted pursuant to Section 8.03(j), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Domestic Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (e) If at any time any Foreign Subsidiary that is not a Foreign Guarantor provides a guarantee of (i) GFI LLC’s obligations in respect of the JPI Subordinated Indebtedness, (ii) any Person’s obligations with respect to the Additional Subordinated Indebtedness or (iii) any Indebtedness permitted pursuant to Section 8.03(j), then promptly (and in any event within five (5) days), cause such Subsidiary to (A) become a Foreign Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (B) deliver to the Administrative Agent such security documents as the Administrative Agent shall reasonably request (consistent with those provided by Foreign Subsidiaries on the Closing Date) and such documents of the types referred to in Section 5.01(g) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.