Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, If Borrower or any of its Subsidiaries Subsidiary creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower or such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the such creation or acquisition of acquisition, and Borrower or such new Subsidiary and shall take all such action as may be actions reasonably required requested by Collateral Agent or the Lenders to achieve any Lender of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New Subsidiary to become a co-Borrower hereunder or guarantor with respect to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit Agent a perfected security interest in 100% of the Lendersstock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each any such newly created Subsidiary; provided, however, that solely in the circumstance in which New Subsidiary held by Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such non-Foreign Subsidiary, and provided that, in the case of this clause (ii) Borrower shall not be required to grant and ), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) 100% of the such stock, units or other evidence of ownership of owned by Borrower or such non-Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in no more than sixty five percent (65%) % of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership would create a present and existing adverse tax consequence ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower under the U.S. Internal Revenue Codeor such non-Foreign Subsidiary shall be required to be pledged.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or or, with respect to any such Subsidiary, to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided. In the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary, howeverBorrower shall also grant and pledge to Collateral Agent, that for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares of ConforMIS Hong Kong. Notwithstanding the foregoing, solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereof, or otherwise approved by the Required Lenders, and with respect to ConforMIS Hong Kong, in the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would Shares could reasonably be expected to create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if (A) Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (B) no Intellectual Property is held or maintained by such Foreign Subsidiary at any time; and (C) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, to secure payment and performance of the Obligations a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; , provided, however, that solely in the circumstance in which case of a Foreign Subsidiary, Borrower (or any domestic Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by which is the Required Lenders, (i) owner of such Foreign Subsidiary Subsidiary) shall not be required to guarantee the Obligations of Borrower under the Loan Documents and pledge or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership outstanding equity securities of such Foreign Subsidiary, Subsidiary and no assets of such Foreign Subsidiary shall be required to be pledged or subject to a security interest hereunder if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership outstanding equity securities would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code. Notwithstanding the foregoing, Borrower shall not be required to pledge or grant a security interest in more than sixty five percent (65%) of the outstanding equity securities of the Australia Subsidiary and no assets of the Australia Subsidiary shall be required to be pledged or subject to a security interest hereunder.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, Subsidiary if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that (A) no Intellectual Property is held or maintained by such Foreign Subsidiary providing at any time and (B) the aggregate value of cash and Cash Equivalent assets held by such Foreign Subsidiary may not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any given time. Notwithstanding anything herein to the contrary, the parties hereto agree that the Securities Corporation shall not be required to become a co-Borrower or provide a guarantee or pledge of the Obligations and security interest or Borrower providing furthermore that the Securities Corporation shall not be obligated to grant a perfected security interest in more than sixty five percent (65%) any of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codeits assets.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five [***] percent (65[***]%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five [***] percent (65[***]%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder, guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, provided that solely in a Borrower shall not be required to pledge more than sixty-five percent (65%) of the circumstance in which Borrower or Shares of any Subsidiary creates of such Borrower not incorporated or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof organized under the laws of one of the States or otherwise approved by jurisdictions of the Required LendersUnited States, (i) and any such Foreign Subsidiary shall not be required to guarantee the Obligations execute a guaranty in favor of Collateral Agent or become a co-Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of hereunder, if such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge demonstrates to Collateral Agent, for the ratable benefit ’s reasonable satisfaction that a pledge of Lenders, a perfected security interest in more than sixty five percent (65%) of the stockShares, units or other evidence of ownership a guaranty from such Subsidiary, or the adding of such Foreign SubsidiarySubsidiary as a co-Borrower hereunder, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create creates a present and existing adverse tax consequence to such Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower shall provide Agent with at least ten (10) Business Days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within five (5) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary as soon as reasonably practicable but in any event, within 30 days after the creation or acquisition of such Subsidiary (substantially as described on Exhibit A B hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, that Borrower shall not be permitted to make any Investment in such newly created Subsidiary until such time as Borrower has satisfied the Joinder Requirements and, for the avoidance of doubt, thereafter only such Investments as are permitted to be made pursuant to this Agreement, including, without limitation, Section 7.7 and the definition of “Permitted Investments”. Notwithstanding the foregoing: (a) so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1, such Securities Subsidiary shall not be subject to the Joinder Requirements; provided, that, for the avoidance of doubt, (i) Borrower shall not be permitted to make any Investment in such Securities Subsidiary other than pursuant to clause (j) of the definition of Permitted Investments and (ii) the Securities Subsidiary shall be subject to a pledge by Borrower of 100% of the Securities Subsidiary’s equity interests; (b) with respect to any CFC Holdco (other than STIH), such CFC Holdco shall not be subject to the Joinder Requirements other than a pledge by Borrower or Secured Guarantor, as applicable, of 65% of the equity interests of such CFC Holdco of which are entitled to vote and 100% of the equity interests of such CFC Holdco which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)); (c) so long as STIH is and remains solely owned by ST International and its sole purpose is to own 1% of equity interests of one or more Foreign Subsidiaries that are CFCs and such other 99% of such equity interests are owned by a CFC or a CFC Holdco (and which 65% of such CFC’s or CFC Holdco’s equity interests of which are entitled to vote and 100% of such CFC’s or CFC Holdco’s equity interests of which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) have been pledged to Agent pursuant to the Joinder Requirements), STIH shall not be subject to the Joinder Requirements provided, however, that (i) in the event STIH is owned by Borrower or any Secured Guarantor and remains a CFC Holdco, STIH shall be subject to a pledge by Borrower (or such Secured Guarantor) of 65% of STIH’s equity interests of which are entitled to vote and 100% of STIH’s equity interests of which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) and (ii) in the event STIH is owned by Borrower (or any Secured Guarantor) and its sole purpose is no longer limited to own 1% of equity interests of one or more Foreign Subsidiaries that are CFCs (and which such other 99% of such equity interests are owned by a CFC or a CFC Holdco), STIH shall be subject to all the Joinder Requirements; and (d) so long as any Foreign Subsidiary (including, without limitation, Sarepta International and AVI) remains wholly-owned (except with respect to the minimum number of qualifying shares of a director or local resident that are legally required under applicable Law) by ST International STIH, another Foreign Subsidiary, Borrower or Secured Guarantor, such Foreign Subsidiary shall not be subject to the Joinder Requirements; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) in the event such Foreign Subsidiary is owned by Borrower (or any Secured Guarantor), such Foreign Subsidiary shall be subject to a pledge by Borrower (or such Secured Guarantor) of 65% of such Foreign Subsidiary’s equity interests of which are entitled to vote and 100% of such Foreign Subsidiary’s equity interests of which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) and (ii) AVI shall not be required to guarantee satisfy the Joinder Requirements unless and until Borrower shall have failed to comply with the AVI Transfer as set forth in the Post Closing Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest Schedule. The limitations set forth in and to the assets of such Foreign Subsidiaryclauses (b), (c) and (iid) Borrower above shall not apply and such Persons shall be required to grant and pledge satisfy the Joinder Requirements, if the formation or purpose of any Foreign Subsidiary adversely affects, or could reasonably be expected to Collateral Agentadversely affect, for (A) the ratable benefit of LendersCredit Parties’ obligations to comply with Section 6.15(e) or (B) after compliance with Section 6.15(e), a perfected security interest in more than sixty five percent (65%) the exclusive rights of the stock, units Borrower or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates any Secured Guarantor to commercialize and sell the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest DMD Assets in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeUS Territory.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Loan Party or any Subsidiary of its Subsidiaries any Loan Party creates or acquires any Subsidiary (other than an Immaterial Subsidiary) after the Effective Date (including, Borrower for the avoidance of doubt, pursuant to a Permitted Acquisition), such Loan Party or such Subsidiary shall provide prior written notice promptly, but in any event within twenty (20) Business Days, such Loan Party or such Subsidiary shall, subject to Collateral any legal restrictions, take all actions reasonably requested by the Agent and each Lender or the Lenders to achieve any of the creation following with respect to such “New Subsidiary” (defined as a Subsidiary created, formed or acquisition acquired after the date hereof during the term of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender this Agreement): (i) to cause each such New Subsidiary to become a co-Borrower hereunder or Guarantor with respect to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and (ii) to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Agent a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) 100% of the stock, units or other evidence of ownership held by such Loan Party or its Subsidiaries of any such New Subsidiary. In the event (a) one or more Subsidiaries that were previously Immaterial Subsidiaries no longer qualify as an Immaterial Subsidiary (including any Specified Immaterial Subsidiary that fails to satisfy the requirements therefore set forth in the definition of Immaterial Subsidiary), or (b) Parent elects to have any one or more Subsidiaries become a Loan Party and notifies the Agent of such Foreign election, such Subsidiary or Subsidiaries shall be treated as a “New Subsidiary” and be subject to clauses (i) and (ii) of the immediately preceding sentence as if they were created or acquired on the date they cease to be Immaterial Subsidiaries or on the date of any such notification, if Borrower demonstrates to the reasonable satisfaction as applicable. Any New Subsidiary that is an Immaterial Subsidiary shall be a direct Subsidiary of Collateral Agent that a Loan Party, and such Foreign Subsidiary providing such guarantee or Loan Party shall pledge and security interest or Borrower providing a perfected security interest in more than sixty five one hundred percent (65100%) of the stockequity interests owned in such New Subsidiary, units provided that the requirement in the immediately preceding sentence shall not apply to thirty percent (30%) of all New Subsidiaries and shall only apply following the creation or other evidence acquisition of ownership would create a present and existing adverse tax consequence to Borrower under three (3) New Subsidiaries that are Immaterial Subsidiaries after the U.S. Internal Revenue CodeEffective Date.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary, provide Collateral Agent and Lenders with a completed Perfection Certificate in respect of such Subsidiary substantially in the form of Annex I attached hereto, and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created SubsidiarySubsidiary (subject to the limitations in the definition of Shares); provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section Sections 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and Subsidiary (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that provided such Foreign Subsidiary providing shall be subject to the same negative pledge arrangement with Collateral Agent and the Lenders as if party hereto) if the aggregate value of cash and Cash Equivalents held or maintained by such guarantee or pledge and security interest or Borrower providing Foreign Subsidiary does not exceed a perfected security interest in more than sixty five percent book value of Two Hundred Fifty Thousand Dollars (65%$250,000.00) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codeat any time.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof under this Agreement or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeCode (it being agreed that Borrower does not need make such demonstration with respect to the stock of the Singapore Subsidiary and that, notwithstanding any provision of this Agreement (including the definition of “Collateral”), no more than sixty-five percent (65%) of the stock, units or other evidence of ownership of the Singapore Subsidiary shall be subject to a pledge and security interest in favor of the Agent and the Lenders).

Creation/Acquisition of Subsidiaries. In the event Borrower, that any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any Subsidiary, Borrower or such Subsidiary shall provide prior written notice promptly notify Bank of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Bank to Collateral Agent and each Lender achieve any of the creation or acquisition following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender this Agreement): (a) to cause each such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become either a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableb) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such Foreign SubsidiaryNew Subsidiary which is organized under the laws of the United States, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (ii) 65%) % of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to held by Borrower or its Subsidiaries of any such New Subsidiary which is not organized under the U.S. Internal Revenue Codelaws of the United States. Notwithstanding the foregoing, so long as Borrower maintains an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall not be required to comply with the terms of Section 6.9(b)(ii) above with respect to New Subsidiaries created or acquired after the Closing Date; provided, however, prior to or concurrently with the pledge of any stock, units or other evidence of ownership to Subordinated Lender, Borrower will pledge such stock, units or other evidence of ownership to Bank pursuant to a pledge agreement acceptable to Bank. If, at any time, Borrower fails to maintain an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall notify Bank within ten (10) days and shall have twenty (20) Business Days comply with the terms of Section 6.9(b)(ii) with respect to all New Subsidiaries created or acquired after the Closing Date.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary (or a Subsidiary wholly-owned by a Foreign Subsidiary) in an acquisition permitted by Section 7.7 hereof 7.3 hereof, acquires a Subsidiary (or otherwise a Subsidiary wholly-owned by a Foreign Subsidiary) in a transaction approved by the Required LendersLenders or otherwise creates a Foreign Subsidiary, (i) such Foreign Subsidiary (or such Subsidiary wholly-owned by a Foreign Subsidiary) shall not be required to guarantee the Obligations of Borrower under the Loan Documents and or to grant a continuing pledge and security interest in and to any of the assets of such Foreign Subsidiary (or such Subsidiary that is wholly-owned by a Foreign Subsidiary), and (ii) neither Borrower nor any Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary (or such Subsidiary that is wholly-owned by a Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code).

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeCode (each, an “Excluded Foreign Subsidiary”). Lenders agree that each Foreign Subsidiary described in the Perfection Certificate as of the Effective Date is an Excluded Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary. At Collateral Agent’s request, in its sole discretion, Borrower or such Subsidiary and if it is also a Loan Party shall take all such action as may be reasonably Credit Agreement – Domo, Inc. required by Collateral Agent or any Lender to cause each such created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the assets same extent that Parent has granted hereunder under the definition of such “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary, and (ii) Borrower Subsidiary shall not be required limited to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence total Equity Interests entitled to vote (within the meaning of ownership Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, if Borrower demonstrates shall (a) grant and pledge, or cause to the reasonable satisfaction of be granted and pledged, to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty one hundred percent (100%) of the Equity Interests of each such Subsidiary, and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. If such new Subsidiary is a Foreign Subsidiary and the pledge of 100% of such new Subsidiary’s Equity Interests and the execution of a Joinder Agreement would result in material adverse tax consequences to Parent or such new Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the stockEquity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), units or other evidence and if such new Subsidiary has signed a Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of ownership would create a present and existing such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, unless Borrower will suffer material adverse tax consequence to Borrower consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the U.S. Internal Revenue Code.Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the Equity Interests of such entity owned by any Loan Party shall be required to be pledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). Credit Agreement – Domo, Inc.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries Borrower’s Subsidiaries, creates or acquires any Subsidiary (a “New Subsidiary”), Borrower, or such Subsidiary, Borrower shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new New Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such New Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such New Subsidiary (substantially as described on Exhibit A hereto); and Borrower (Borrower, or its such Subsidiary, as applicable) , shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and each Lender, a perfected security interest in the stock, units or other evidence of ownership of each such newly created New Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and nor to grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) with regard to a First-Tier Foreign Subsidiary, Borrower or the applicable Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the issued and outstanding capital stock, membership units or other evidence securities of ownership such First-Tier Foreign Subsidiary, and (iii) with regard to a Foreign Subsidiary directly owned by another Foreign Subsidiary, Borrower and its Subsidiaries shall not be required to grant and pledge to Collateral Agent a security interest in any of the issued and outstanding capital stock, membership units or other securities of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent 2.4 Section 7.13 (65%) TransEnterix International/TransEnterix Europe/Vulcanos Assets). Section 7.13 of the stock, units or other evidence of ownership would create a present Loan Agreement is amended and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.restated as follows:

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or or, to the extent permitted hereunder, acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division), Borrower and such Subsidiary shall provide prior written notice to Collateral promptly (and in any event within five (5) Business Days of such creation or acquisition) notify Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiarySubsidiary (the foregoing collectively, the “Joinder Requirements”); provided, howeverthat Borrower shall not be permitted to make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements. Notwithstanding the foregoing, that solely so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders830 Code of Mass. Regulations 63.38B.1, (i) such Foreign Securities Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and subject to the assets of such Foreign Subsidiary, and Joinder Requirements (other than except as set forth in clause (ii) below); provided, that, (i) Borrower shall not be required permitted to grant make any Investment in such Securities Subsidiary other than pursuant to clause (g) of the definition of Permitted Investments and (ii) the Securities Subsidiary shall be subject to a pledge to Collateral Agent, for the ratable benefit by Borrower of Lenders, a perfected security interest in more than sixty five one hundred percent (65100.0%) of the stock, units or other evidence of ownership of such Foreign Securities Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code’s equity interests.

Creation/Acquisition of Subsidiaries. In the event Borrower, that any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any Subsidiary, Borrower or such Subsidiary shall provide prior written notice promptly notify Bank of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Bank to Collateral Agent and each Lender achieve any of the creation or acquisition following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender this Agreement): (a) to cause each such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become either a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableb) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such Foreign SubsidiaryNew Subsidiary which is organized under the laws of the United States, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (ii) 65%) % of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to held by Borrower or its Subsidiaries of any such New Subsidiary which is not organized under the U.S. Internal Revenue Codelaws of the United States. Notwithstanding the foregoing, so long as Borrower maintains an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall not be required to comply with the terms of Section 6.9(b)(ii) above with respect to New Subsidiaries created or acquired after the Closing Date; provided, however, prior to or concurrently with the pledge of any stock, units or other evidence of ownership to Subordinated Lender, Borrower will pledge such stock, units or other evidence of ownership to Bank pursuant to a pledge agreement acceptable to Bank. If, at any time, Borrower fails to maintain an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall notify Bank within ten (10) days and shall have twenty (20) Business Days comply with the terms of Section 6.9(b)(ii) with respect to all New Subsidiaries created or acquired after the Closing Date. (k) Section 7.4 of the Loan Agreement is hereby amended by adding the following sentence to the end thereof: Notwithstanding the foregoing, Borrower shall be permitted to make Permitted Payments (as defined in the Subordination Agreement) under the Subordinated Loan Agreement so long as a Payment Blockage Period (as defined in the Subordination Agreement) is not then in effect, an Event of Default has not occurred and is continuing, or an Event of Default would not result from the Permitted Payment. (l) Section 7.5 of the Loan Agreement is hereby amended and restated in its entirety, as follows:

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, Subsidiary if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereof, Permitted Investments or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five five-percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.the

Creation/Acquisition of Subsidiaries. In the event Borrower, any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any SubsidiarySubsidiary after the Effective Date (including pursuant to the Approved Acquisition), Borrower or such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the such creation or acquisition of acquisition, and Borrower or such new Subsidiary and shall, within 30 days, take all such action as may be actions reasonably required requested by Collateral Agent or to achieve any Lender of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause each such New Subsidiary to become either a co-Borrower hereunder or to guarantee the Obligations of Borrower hereunder, if such New Subsidiary is organized under the Loan Documents andlaws of the United States, in each case, grant or a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableii) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Agent a perfected security interest in the stock, units or other evidence shares of ownership of each such newly created New Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code. 4. Section 7 of the Loan Agreement is hereby amended by adding the following Section 7.12 thereto:

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereof, Permitted Investments or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five five-percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary. At Collateral Agent’s request, in its sole discretion, Borrower or such Subsidiary and if it is also a Loan Party shall take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the assets same extent that Parent has granted hereunder under the definition of such “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary, and (ii) Borrower Subsidiary shall not be required limited to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence total Equity Interests entitled to vote (within the meaning of ownership Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, if Borrower demonstrates shall (a) grant and pledge, or cause to the reasonable satisfaction of be granted and pledged, to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty one hundred percent (100%) of the Equity Interests of each such Subsidiary, and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. If such new Subsidiary is a Foreign Subsidiary and the pledge of 100% of such new Subsidiary’s Equity Interests and the execution of a Joinder Agreement would result in material adverse tax consequences to Parent or such new Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the stockEquity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), units or other evidence and if such new Subsidiary has signed a Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of ownership would create a present such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury CreditAmended and existing Restated Loan and Security Agreement – Domo, Inc. Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, unless Borrower will suffer material adverse tax consequence to Borrower consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the U.S. Internal Revenue CodeLoan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the Equity Interests of such entity owned by any Loan Party shall be required to be pledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). As of the Restatement Date, Domo Utah shall have executed a Joinder Agreement pledging all of its Collateral in favor of Collateral Agent on behalf of Agents and Lenders.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting the event Borrowernegative covenants contained in Section 7.3 and 7.7 hereof, at the time that Borrower forms any direct or any of its Subsidiaries creates indirect Subsidiary or acquires any Subsidiarydirect or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be and, if reasonably required requested by Collateral Agent or any Lender the Required Lenders: cause such new Subsidiary to provide to Collateral Agent a joinder to this Agreement to cause each such Subsidiary to become a co-Borrower hereunder borrower hereunder, or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to guarantee the Obligations of Borrower under the Loan Documents and, in each case, Collateral Agent (including being sufficient to grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security first priority Lien (it being acknowledged that the Collateral may be subject to Permitted Liens) in and to the Collateral of such newly formed or acquired Subsidiary), provide to Collateral Agent and each Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the stockextent constituting Collateral, units or in form and substance reasonably satisfactory to Collateral Agent and each Lender, and provide to Collateral Agent and the Lenders, all other evidence documentation in form and substance reasonably satisfactory to Collateral Agent and the Lenders, with respect to the execution and delivery of ownership of each such newly created Subsidiarythe applicable documentation referred to above; [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE XXXX “[***]”. provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary Subsidiary, in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets Collateral of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, and to each Lender a perfected security interest in more than sixty five sixty‑five percent (65%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five sixty‑five percent (65%) of the voting stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; provided, further, that any Foreign Subsidiary shall not own any Intellectual Property unless and until Borrower has delivered a pledge agreement under the local law governing such Foreign Subsidiary, in form and substance reasonably satisfactory to Collateral Agent, granting and pledging to Collateral Agent, for the ratable benefit of Lenders, and to each Lender, a perfected security interest in sixty five percent (65%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary, together all related documentation in form and substance reasonably satisfactory to Collateral Agent. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, that the Borrower or any Subsidiary of its Subsidiaries the Borrower creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower or such Subsidiary shall provide prior written notice to promptly notify the Collateral Agent and each Lender the Lenders of the such creation or acquisition of acquisition, and Borrower or such new Subsidiary and shall take all such action as may be actions reasonably required requested by the Collateral Agent or the Lenders to achieve any Lender of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, to cause each such New Subsidiary to become either a co-Borrower hereunder hereunder, or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, Agent a perfected security interest in more than sixty five percent (65%A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such Foreign New Subsidiary that is not an Excluded Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (B) (1) 65%) % of the stock, units or other evidence of ownership which entitle the holder thereof to vote for directors or any other matter and (2) 100% of the stock, units or other evidence of ownership which do not entitle the holder thereof to vote for directors or any other matter, in each case held by Borrower or its Subsidiaries of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, immediately upon any change in the U.S. tax laws that would create (i) result in such New Subsidiary ceasing to be an Excluded Subsidiary, Borrower shall cause such New Subsidiary to become either a present and existing co-Borrower hereunder or a secured guarantor with respect to the Obligations, or (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary without material adverse tax consequence consequences to Borrower, Borrower under the U.S. Internal Revenue Codeshall cause to be granted and pledged to Collateral Agent a perfected security interest in such greater percentage of voting equity interests of such New Subsidiary, in each case from that time forward.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower shall provide Agent with at least thirty (30) days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within five (5) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders (a) to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, Financing Documents; (b) to grant a continuing pledge and first priority security interest in and to the assets of such Subsidiary pursuant to joinder documents in form and substance reasonably satisfactory to Agent; (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicablec) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in the stock, units or other evidence of ownership of each Subsidiary pursuant to documents in form and substance reasonably satisfactory to Agent and (d) deliver certified copies of such newly created Subsidiary’s certificate, articles of incorporation or other organizational documents, together with good standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the board of directors or other governing body, approving and authorizing the execution and delivery of the Security Documents, incumbency certificates and to execute and/or deliver such other documents and legal opinions or to take such other reasonable actions as may be reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent (the foregoing collectively, the “Joinder Requirements”); provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary Credit Parties shall not be required permitted to guarantee make any Investment in such Subsidiary until such time as the Obligations of Borrower under Credit Parties and such Subsidiary have satisfied the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeJoinder Requirements.

Creation/Acquisition of Subsidiaries. In the event Borrower, (a) Borrower shall provide Agent with at least thirty (30) days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within ten (10) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiarySubsidiary (the foregoing collectively, the “Joinder Requirements”); provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required permitted to grant make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements and pledge (ii) with Agent’s prior written consent (which may be withheld in its sole discretion), Borrower may designate a newly formed or acquired Subsidiary a Restricted Foreign Subsidiary for purpose of this Agreement, in which case the Joinder Requirements would not apply to Collateral Agentsuch Subsidiary. (b) Notwithstanding the foregoing, Borrower may make Investments of cash and cash equivalents in (but may not, for the ratable benefit avoidance of Lendersdoubt, contribute or make any Investment consisting of any other assets to) a perfected security interest Restricted Foreign Subsidiary but solely to that the aggregate amount of such Investments does not exceed $600,000 in more any twelve (12) month period; provided that the aggregate amount of Investments made in any Restricted Foreign Subsidiary shall not exceed the amount necessary to fund the current operating expenses of such Subsidiary (taking into account their revenue from other sources). (c) Borrowers further agrees to comply, and cause their respective Subsidiaries to comply with the following requirements with respect to the Restricted Foreign Subsidiaries (i) the total amount of cash and cash equivalents held by the Restricted Foreign Subsidiaries in Accounts other than sixty five percent a Collateral Account that is subject to an Control Agreement, in aggregate for all such Accounts, shall not, at any time, exceed $100,000 and (65%ii) such Restricted Foreign Subsidiaries shall not own or hold any other assets except for assets with a de minis value individually and in the aggregate. (d) Following (a) the occurrence and continuation of an Event of Default and (b) the stockexercise by Agent of any right, units option or remedy provided for hereunder, under any Financing Document or at law or in equity, Borrower shall, upon request of Agent, cause each Restricted Foreign Subsidiary to declare and pay to the applicable Borrower the maximum amount of dividends and other distributions in respect of its capital stock or other evidence of ownership of equity interest legally permitted to be paid by each such Restricted Foreign Subsidiary; provided that such Restricted Foreign Subsidiary shall be able to retain for working capital purposes such other amounts used by such Restricted Foreign Subsidiaries in the Ordinary Course of Business and as are reasonable necessary for its operations based on its current projections, if Borrower demonstrates as provided to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence pursuant to Borrower under the U.S. Internal Revenue CodeSection 6.2.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of within ten (10) days after the creation or acquisition of such new Subsidiary, which such notice shall contain a detailed reporting of the cash and non-cash assets of such new Subsidiary and attach a completed Perfection Certificate with respect to such new Subsidiary, and Borrower shall take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary in an Subsidiary”) and provides written notice to Collateral Agent and each Lender within ten (10) days after the creation or acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lendersof such Foreign Subsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.”

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; ; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary; in each case of (i) and (ii), if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required LendersSubsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, and to each Lender, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, (a) Borrower shall provide Agent with at least ten (10) Business Days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent Midcap / MannKind / Credit and Security Agreement permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within fifteen (15) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiarySubsidiary (the foregoing collectively, the “Joinder Requirements”); provided, however, provided that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required permitted to grant make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements. (b) By April 1, 2020, Borrower shall either (i) provide Agent with evidence reasonably satisfactory to Agent that each Restricted Foreign Subsidiary has been wound-up and pledge to Collateral dissolved in accordance with Section 7.2(b) or (ii) upon the prior written request of Agent, for cause each Restricted Foreign Subsidiary to comply with the ratable benefit Joinder Requirements as though such Restricted Foreign Subsidiary were a new Subsidiary such that, without limiting the requirements of Section 6.8(a), (A) each Restricted Foreign Subsidiary becomes a Guarantor of all of the Obligations and pledges all of its assets (other than Excluded Property) to Agent, on behalf of Lenders, a perfected security interest to secure the Obligations, in more than sixty five each case, pursuant to documentation (including, as applicable, agreements governed by the law of the jurisdiction of formation of such Restricted Foreign Subsidiary) in form and substance reasonably acceptable to and (B) one hundred percent (65100%) of the stock, units or other evidence outstanding shares of ownership equity interest of such Restricted Foreign Subsidiary owned directly or indirectly by any Credit Party have been pledged to Agent pursuant to a pledge agreement in form and substance reasonably acceptable to Agent and governed by the law of the jurisdiction of formation of such Restricted Foreign Subsidiary. Following such a joinder, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that each such Subsidiary shall at all times thereafter be a Credit Party and a Restricted Foreign Subsidiary providing such guarantee or pledge for all purposes hereunder and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codeother Financing Documents.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lendersunder this Agreement, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower or any such Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Borrower shall, at the event Borrowertime that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, within fifteen (15) days of such formation or acquisition (a) cause such new Subsidiary (except for any Foreign Subsidiary or Excluded Domestic Subsidiary (or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary their respective Subsidiaries)) to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to all the assets of such Foreign Subsidiary, as well as provide the appropriate financing statements, all in form and substance reasonably satisfactory to Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), and (iib) Borrower shall not be required to grant provide appropriate certificates and pledge powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (provided that only 65%) % of the stock, units total outstanding voting Equity Interests of any first tier Foreign Subsidiary or other evidence Excluded Domestic Subsidiary (and none of ownership the Equity Interests of any Subsidiary of such Foreign Subsidiary or Excluded Domestic Subsidiary) shall be required to be pledged, if and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. Borrower demonstrates shall also procure the issuer’s agreement to the reasonable satisfaction follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeAgent.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division) after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such new Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such new Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 8.15 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign SubsidiarySubsidiary which shares entitle the holder thereof to vote for directors or any other matter, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent and Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Each Loan Party shall provide Agent and Lenders with at least fifteen (15) days (or such shorter period as the event Required Lenders may accept in their sole discretion) prior written notice of Borrower’s, any Loan Party’s, or any of its Subsidiaries creates their respective Subsidiaries’ intention to create or, to the extent permitted pursuant to this Loan Agreement, acquire (a) a new Subsidiary (other than any Project Specific JV) and (b) any Minority Subsidiary (other than a Project Specific JV) and shall cause any such Subsidiary described in clause (a) or acquires any Subsidiarysuch Minority Subsidiary described in clause (b) (unless such Minority Subsidiary is contractually or otherwise prohibited from providing a Guaranty; provided, Borrower that to the extent any such Minority Subsidiary (i) becomes a direct or indirect Subsidiary of a Loan Party or (ii) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, then such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and shall immediately provide prior written notice a Guaranty and become a Required Guarantor Party hereunder) to Collateral Agent provide a Guaranty; provided, that (i) any Minority Subsidiary that is contractually or otherwise prohibited from providing a Guaranty shall not be required to provide a Guaranty hereunder, unless (A) such Minority Subsidiary becomes a direct or indirect Subsidiary of a Loan Party or (B) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, in which case, such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and each Lender shall immediately provide a Guaranty and become a Required Guarantor Party hereunder and (ii) to the extent that a Loan Party is unable under the organizational documents of an Affiliated Entity (as in effect as of the Closing Date) to restrict the creation of a Subsidiary of an Affiliated Entity, whether by the taking of any action or the refraining from taking of such action any Subsidiary created by an Affiliated Entity shall not be required to provide a Guaranty hereunder (such persons and entities in clauses (a) and (b), each a “Required Guarantor Party” and collectively, the “Required Guarantor Parties”). Upon such creation or, to the extent permitted hereunder, acquisition of any Required Guarantor Party or, upon any entity becoming, or upon any entity required to become, a Required Guarantor Party pursuant to the terms hereof, any such Loan Party or Subsidiary shall promptly (and in any event within five (5) Business Days of such creation or acquisition of such new Subsidiary and acquisition) take all such action (including any action as may be reasonably required by Collateral Agent or any Lender and the Required Lenders) to cause each such Subsidiary to become a co-Borrower hereunder or Required Guarantor Party to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary Required Guarantor Party (substantially as described on Exhibit A B hereto); and Borrower (the relevant Loan Party or its Subsidiary, as applicable) Subsidiary shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in all of the stock, units or other evidence of ownership of each Required Guarantor Party, and execute and deliver, or cause such newly created Subsidiary; providedRequired Guarantor Party to execute and deliver, howeversuch other documentation as Agent or the Lenders may reasonably request in connection with the foregoing, that solely including, without limitation, appropriate UCC-1 financing statements, Mortgages, any pledge amendments or supplements required pursuant to the Pledge Agreement, certified resolutions and other organizational and authorizing documents of such Person 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 this Section 6.10), a Joinder Agreement in substantially the circumstance form of Exhibit H hereto, an updated Schedule 8 hereto and an updated Perfection Certificate, in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary each case, covering such new Person and its respective assets, all in an acquisition permitted by Section 7.7 hereof or otherwise approved by form, content and scope reasonably satisfactory to the Required LendersLenders (the foregoing collectively, the “Joinder Requirements”). For the avoidance of doubt, (i) such Foreign Subsidiary any Subsidiaries (other than Project Specific JVs) that are owned more than 50%, directly or indirectly, by a Loan Party or any of its Subsidiaries shall not be required to guarantee the Obligations of Borrower under the Loan Documents become a Guarantor hereunder and grant be deemed a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, Required Guarantor Party and (ii) Borrower any Loan Party that holds any Equity Securities in a joint venture (whether minority- or majority-controlled), Minority Subsidiary or any other Subsidiary (including any Affiliated Entities) (other than those which are not permitted to be pledged as of the Closing Date pursuant to the terms of its organizational documents) shall not be required to grant and pledge its Equity Securities in such entity to Collateral the Agent, for the ratable benefit of the Agent and the Lenders, a perfected as collateral security interest in more than sixty five percent (65%) of for the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeObligations.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary. At Collateral Agent’s request, in its sole discretion, Borrower or such Subsidiary and if it is also a Loan Party shall take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the assets same extent that Parent has granted hereunder under the definition of such “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary, and (ii) Borrower Subsidiary shall not be required limited to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence total Equity Interests entitled to vote (within the meaning of ownership Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, if Borrower demonstrates shall (a) grant and pledge, or cause to the reasonable satisfaction of be granted and pledged, to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty one hundred percent (100%) of the Equity Interests of each such Subsidiary, and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify Administrative Agent in writing of such new Subsidiary and provide Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. If such new Subsidiary is a Foreign Subsidiary and the pledge of 100% of such new Subsidiary’s Equity Interests and the execution of a Joinder Agreement would result in material adverse tax consequences to Parent or such new Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the stockEquity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), units or other evidence and if such new Subsidiary has signed a Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of ownership would create a present and existing such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, unless Borrower will suffer material adverse tax consequence to Borrower consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the U.S. Internal Revenue CodeLoan Documents and grant a Amended and Restated Loan and Security Agreement – Domo, Inc. continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the Equity Interests of such entity owned by any Loan Party shall be required to be pledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). As of the Restatement Date, Domo Utah shall have executed a Joinder Agreement pledging all of its Collateral in favor of Collateral Agent on behalf of Agents and Lenders.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required LendersSubsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required LendersSubsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent the Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue CodeCode (Zogenix Europe Limited, Brabant and each such Foreign Subsidiary that meets the requirements of this proviso, an “Excluded Foreign Subsidiary”).

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created SubsidiarySubsidiary to Collateral Agent, for the ratable benefit of the Lenders; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Each Loan Party shall provide Agent and Lenders with at least fifteen (15) days (or such shorter period as the event Required Lenders may accept in their sole discretion) prior written notice of Borrower’s, any Loan Party’s, or any of its Subsidiaries creates their respective Subsidiaries’ intention to create or, to the extent permitted pursuant to this Loan Agreement, acquire (a) a new Subsidiary (other than any Project Specific JV) and (b) any Minority Subsidiary (other than a Project Specific JV) and shall cause any such Subsidiary described in clause (a) or acquires any Subsidiarysuch Minority Subsidiary described in clause (b) (unless such Minority Subsidiary is contractually or otherwise prohibited from providing a Guaranty; provided, Borrower that to the extent any such Minority Subsidiary (i) becomes a direct or indirect Subsidiary of a Loan Party or (ii) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, then such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and shall immediately provide prior written notice a Guaranty and become a Required Guarantor Party hereunder) to Collateral Agent provide a Guaranty; provided, that (i) any Minority Subsidiary that is contractually or otherwise prohibited from providing a Guaranty shall not be required to provide a Guaranty hereunder, unless (A) such Minority Subsidiary becomes a direct or indirect Subsidiary of a Loan Party or (B) a Loan Party or any Subsidiary is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, in which case, such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and each Lender shall immediately provide a Guaranty and become a Required Guarantor Party hereunder and (ii) to the extent that a Loan Party is unable under the organizational documents of an Affiliated Entity (as in effect as of the Closing Date) to restrict the creation of a Subsidiary of an Affiliated Entity, whether by the taking of any action or the refraining from taking of such action any Subsidiary created by an Affiliated Entity shall not be required to provide a Guaranty hereunder (such persons and entities in clauses (a) and (b), each a “Required Guarantor Party” and collectively, the “Required Guarantor Parties”). Upon such creation or, to the extent permitted hereunder, acquisition of any Required Guarantor Party or, upon any entity becoming, or upon any entity required to become, a Required Guarantor Party pursuant to the terms hereof, any such Loan Party or Subsidiary shall promptly (and in any event within five (5) Business Days of such creation or acquisition of such new Subsidiary and acquisition) take all such action (including any action as may be reasonably required by Collateral Agent or any Lender and the Required Lenders) to cause each such Subsidiary to become a co-Borrower hereunder or Required Guarantor Party to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary Required Guarantor Party (substantially as described on Exhibit A B hereto); and Borrower (the relevant Loan Party or its Subsidiary, as applicable) Subsidiary shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in all of the stock, units or other evidence of ownership of each Required Guarantor Party, and execute and deliver, or cause such newly created Subsidiary; providedRequired Guarantor Party to execute and deliver, howeversuch other documentation as Agent or the Lenders may reasonably request in connection with the foregoing, that solely including, without limitation, appropriate UCC-1 financing statements, Mortgages, any pledge amendments or supplements required pursuant to the Pledge Agreement, certified resolutions and other organizational and authorizing documents of such Person 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 this Section 6.10), a Joinder Agreement in substantially the circumstance form of Exhibit H hereto, an updated Schedule 8 hereto and an updated Perfection Certificate, in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary each case, covering such new Person and its respective assets, all in an acquisition permitted by Section 7.7 hereof or otherwise approved by form, content and scope reasonably satisfactory to the Required LendersLenders (the foregoing collectively, the “Joinder Requirements”). For the avoidance of doubt, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and any Subsidiaries (iiother than Project Specific JVs) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.are 47 KE 52826770.15

Creation/Acquisition of Subsidiaries. In the event Borrower, any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such New Subsidiary to become either a co-Borrower hereunder hereunder, or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableii) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Agent a perfected security interest in (A) one hundred percent (100%) of the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which held by Borrower or its Subsidiaries of any such New Subsidiary creates or acquires a Foreign Subsidiary in that is not an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Excluded Subsidiary, and or (iiB)(1) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates which entitle the holder thereof to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee vote for directors or pledge any other matter and security interest or Borrower providing a perfected security interest in more than sixty five (2) one hundred percent (65100%) of the stock, units or other evidence of ownership which do not entitle the holder thereof to vote for directors or any other matter, in each case held by Borrower or its Subsidiaries of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, immediately upon any change in the U.S. tax laws that would create (i) result in such New Subsidiary ceasing to be an Excluded Subsidiary, Borrower shall cause such New Subsidiary to become either a present and existing co-Borrower hereunder or a secured guarantor with respect to the Obligations, or (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary without material adverse tax consequence consequences to Borrower, Borrower under the U.S. Internal Revenue Codeshall cause to be granted and pledged to Collateral Agent a perfected security interest in such greater percentage of voting equity interests of such New Subsidiary, in each case from that time forward.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries Loan Party creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto)that constitutes Collateral; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary Loan Party creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and if (iiA) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence consequences to Borrower the Loan Parties under the U.S. Internal Revenue Code; (B) no material Intellectual Property is held or maintained by such Foreign Subsidiary; and (C)(i) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed Five Hundred Thousand Dollars ($500,000.00) at any time and (ii) the aggregate value of cash and Cash Equivalents held or maintained by all Foreign Subsidiaries that are not Loan Parties does not exceed Two Million Dollars ($2,000,000.00) at any time.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 7.3 hereof or otherwise approved by the Required LendersLenders (and provided further that such acquisition is not part of or in connection with either the Term B Loan Acquisition or the Term C Loan Acquisition), (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest (other than as a co-Borrower) or Borrower providing a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof hereunder or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for or the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, (a) Borrower shall provide Agent with at least ten (10) Business Days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within fifteen (15) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiarySubsidiary (the foregoing collectively, the “Joinder Requirements”); provided, however, provided that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required permitted to grant make any Investment in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements. Midcap / MannKind / Credit and pledge Security Agreement (b) By April 1, 2020, Borrower shall either (i) provide Agent with evidence reasonably satisfactory to Collateral Agent that each Restricted Foreign Subsidiary has been wound-up and dissolved in accordance with Section 7.2(b) or (ii) upon the prior written request of Agent, for cause each Restricted Foreign Subsidiary to comply with the ratable benefit Joinder Requirements as though such Restricted Foreign Subsidiary were a new Subsidiary such that, without limiting the requirements of Section 6.8(a), (A) each Restricted Foreign Subsidiary becomes a Guarantor of all of the Obligations and pledges all of its assets (other than Excluded Property) to Agent, on behalf of Lenders, a perfected security interest to secure the Obligations, in more than sixty five each case, pursuant to documentation (including, as applicable, agreements governed by the law of the jurisdiction of formation of such Restricted Foreign Subsidiary) in form and substance reasonably acceptable to Agent and (B) one hundred percent (65100%) of the stock, units or other evidence outstanding shares of ownership equity interest of such Restricted Foreign Subsidiary owned directly or indirectly by any Credit Party have been pledged to Agent pursuant to a pledge agreement in form and substance reasonably acceptable to Agent and governed by the law of the jurisdiction of formation of such Restricted Foreign Subsidiary. Following such a joinder, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that each such Subsidiary shall at all times thereafter be a Credit Party and a Restricted Foreign Subsidiary providing such guarantee or pledge for all purposes hereunder and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Codeother Financing Documents.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral Agent and each Lender promptly notify Lenders of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Lenders to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, and grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and Lenders a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiaryeach; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, and Lenders a perfected security interest in more than sixty five percent (65%) % of the stock, units or other evidence total combined voting power of ownership all classes of stock entitled to vote the shares of capital stock of such Foreign SubsidiarySubsidiary (the “Shares”), if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) % of the stock, units or other evidence of ownership Shares would create a present and existing have adverse tax consequence consequences to Borrower under pursuant to Section 956 of the U.S. Internal Revenue CodeCode and the regulations thereunder.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that that, (a) solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders7.3 hereof, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five sixty‑five percent (6565.00%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if (A) Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five sixty‑five percent (6565.00%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (B) no Intellectual Property is held or maintained by such Foreign Subsidiary at any time; and (C) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed One Hundred Thousand Dollars ($100,000.00) at any time; and (b) so long as no Event of Default has occurred and is continuing, Borrower shall not be required to pledge any of its ownership in Lion.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower or any such Subsidiary shall not be required to grant and pledge to Collateral Agent, Agent for the ratable benefit of Lenders, Lenders a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, (a) Each Credit Party shall provide Agent with at least thirty (30) days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower such Credit Party and such Subsidiary shall provide prior written notice to Collateral Agent promptly (and each Lender in any event within five (5) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such Subsidiary to either, in the sole discretion of Agent, become a co-Borrower or a Guarantor hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A heretohereto or, in the case of a Subsidiary formed outside of the United States or any political subdivision thereof, in such form as reasonably acceptable to the Agent and as appropriate for the relevant jurisdiction in which the Subsidiary is formed); and Borrower (or its Subsidiary, as applicable) such Credit Party shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided that the Credit Parties shall not be permitted to make an Investment of more than $25,000 in any such newly created Subsidiary; providedSubsidiary until such time as the Joinder Requirements have been satisfied. (b) The Credit Parties shall not permit, howeverand shall cause each Subsidiary to not permit, the total amount of cash and cash equivalents held by all Restricted Foreign Subsidiaries (other than cash and cash equivalents held by Credit Parties in Collateral Accounts that solely in the circumstance in which Borrower or are subject to Agent’s first priority perfected security interest) to at any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, time exceed $250,000. (c) Following (i) such Foreign Subsidiary shall not be required to guarantee the Obligations occurrence and continuation of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets an Event of such Foreign Subsidiary, Default and (ii) Borrower the exercise by Agent of any of those rights under Section 10.2, each Credit Party shall not be required cause each Restricted Foreign Subsidiary to grant declare and pledge pay to Collateral Agent, for the ratable benefit applicable Credit Party the maximum amount of Lenders, a perfected security interest dividends and other distributions in more than sixty five percent (65%) respect of the stock, units its capital stock or other evidence of ownership of equity interest legally permitted to be paid by each such Restricted Foreign Subsidiary, if Borrower demonstrates Subsidiary subject to the reasonable satisfaction of Collateral Agent complying with applicable laws in such jurisdiction; provided that such Restricted Foreign Subsidiary providing shall be able to retain for working capital purposes such guarantee or pledge amounts used by such Restricted Foreign Subsidiaries in the Ordinary Course of Business and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stockas are reasonably necessary for its operations based on its current projections, units or other evidence of ownership would create a present and existing adverse tax consequence as provided to Borrower under the U.S. Internal Revenue CodeAgent pursuant to Section 6.2.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division) after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender the Required Lenders to cause each such new Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such new Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five sixty‑five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign SubsidiarySubsidiary which shares entitle the holder thereof to vote for directors or any other matter, if Borrower Xxxxxxxx demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five sixty‑five percent (6565.00%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five sixty‑five percent (6565.00%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries Loan Party creates or acquires any Subsidiary after the Effective Date, such Loan Party shall promptly notify the Collateral Agent of such creation or acquisition, and such Loan Party shall take all actions reasonably requested by the Collateral Agent to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the Effective Date during the term of this Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation a Foreign Subsidiary or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender an MSC Subsidiary, to cause each such New Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and secured guarantor with respect to the assets of such Subsidiary (substantially as described on Exhibit A hereto)Obligations; and Borrower (or its Subsidiary, as applicableii) shall to grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Agent a perfected security interest in (A) one hundred percent (100%) of the stock, units or other evidence of ownership held by such Loan Party of each any such newly created Subsidiary; provided, however, New Subsidiary that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in is not an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Excluded Subsidiary, and or (iiB)(1) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, if Borrower demonstrates which entitle the holder thereof to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee vote for directors or pledge any other matter and security interest or Borrower providing a perfected security interest in more than sixty five (2) one hundred percent (65100%) of the stock, units or other evidence of ownership which do not entitle the holder thereof to vote for directors or any other matter, in each case held by such Loan Party of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, (a) promptly upon any change in the U.S. tax laws that would create result in such New Subsidiary ceasing to be an Excluded Subsidiary, such Loan Party shall (i) cause such New Subsidiary (for the avoidance of doubt, other than any Foreign Subsidiary or MSC Subsidiary) to become a present secured guarantor with respect to the Obligations and existing (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary without material adverse tax consequence consequences to Borrower under such Loan Party, in each case from that time forward and (b) the U.S. Internal Revenue Codeparties hereto agree that with respect to any Loan Party’s pledge of the equity interests of any Foreign Subsidiary, such Loan Party shall only be required to execute a pledge governed by the laws of the State of New York.