Common use of Creation or Acquisition of Subsidiaries Clause in Contracts

Creation or Acquisition of Subsidiaries. If the Borrower or any of its Subsidiaries at any time creates or acquires a Subsidiary (other than an Excluded Subsidiary and subject to Section 5.9(c) in the case of any Excluded Foreign Subsidiary) or if any Excluded Subsidiary or Excluded Foreign Subsidiary fails to qualify as such any time after its creation or acquisition: (a) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, (i) each such Subsidiary will execute and deliver to the Collateral Agent and the Purchasers (A) a joinder to the Guaranty in form and substance satisfactory to the Collateral Agent (B) a joinder to the Security Agreement and an IP Security Agreement in form and substance satisfactory to the Collateral Agent and (C) a Mortgage with respect to any owned interests of such Subsidiary in real property having a value in excess of [***] and (ii) the Borrower will, or will cause the parent Subsidiary that owns the Capital Stock of such Subsidiary to, execute and deliver to the Collateral Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of such Subsidiary shall be pledged to the Collateral Agent, together with the certificates, if any, evidencing such Capital Stock, along with undated stock powers duly executed in blank; (b) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, the Borrower will deliver to the Collateral Agent and the Purchasers: (i) a written legal opinion of counsel to such Subsidiary addressed to the Collateral Agent and the Purchasers, in form and substance reasonably satisfactory to the Required Purchasers; (ii) (A) a copy of the articles or certificate of incorporation, certificate of formation or other organizational document of such Subsidiary, certified as of a date that is acceptable to the Collateral Agent by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, (B) a copy of the bylaws, operating agreement or similar governing document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is reasonably acceptable to the Collateral Agent by the secretary or an assistant secretary of such Subsidiary, (C) an original certificate of good standing (or equivalent certification if available in the case of a Subsidiary that is organized in a jurisdiction outside the United States) for such Subsidiary issued by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization and (D) copies of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Section 5.9(a), certified on behalf of such Subsidiary by the secretary or an assistant secretary of such Subsidiary (or equivalent officer), all in form and substance reasonably satisfactory to the Collateral Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches (or equivalent searches to the extent available for jurisdictions outside the United States) performed against such Subsidiary in each jurisdiction in which such Subsidiary is incorporated or organized, has a place of business or maintains any assets, which report shall show no Liens on its assets (other than Permitted Liens); (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 5.9(a) and 5.9(b); (v) evidence satisfactory to the Required Purchasers that no Default or Event of Default shall exist immediately before or after the creation or acquisition of such Subsidiary or be caused thereby; and (vi) a certificate executed by the secretary or an assistant secretary of each of the Borrower and such Subsidiary, which shall constitute a representation and warranty by the Borrower and such Subsidiary as of the date of the creation or acquisition of such Subsidiary that all conditions contained in this Agreement and each other Credit Document to such creation or acquisition have been satisfied, in form and substance reasonably satisfactory to the Collateral Agent; (c) Notwithstanding the foregoing provisions of this Section 5.9, with respect to any Excluded Foreign Subsidiary, (i) no Capital Stock of such Excluded Foreign Subsidiary will be required to be pledged except to the extent (and only to the extent) that both (y) such Excluded Foreign Subsidiary is not a Subsidiary of another Excluded Foreign Subsidiary and (z) such pledge does not exceed 65% of the total combined voting power of all outstanding classes of Capital Stock of such Excluded Foreign Subsidiary entitled to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations), and (ii) such Excluded Foreign Subsidiary will not be required to become a Subsidiary Guarantor.

Creation or Acquisition of Subsidiaries. If Subject to the provisions of Section 6.9, the Borrower may from time to time create or any acquire new Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Subsidiaries of its Subsidiaries at any time creates the Borrower may create or acquires a Subsidiary (other than an Excluded Subsidiary and subject to Section 5.9(c) in the case of any Excluded Foreign Subsidiary) or if any Excluded Subsidiary or Excluded Foreign Subsidiary fails to qualify as such any time after its creation or acquisitionacquire new Subsidiaries, provided that: (a) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, 15 Business Days after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualifythereof, (i) each such new Subsidiary will execute and deliver to the Collateral Administrative Agent and the Purchasers (A) a joinder to the Guaranty Guaranty, pursuant to which such new Subsidiary shall become a guarantor thereunder and shall guarantee the payment in form full of the Obligations of the Borrower under this Agreement and substance satisfactory to the Collateral Agent other Credit Documents, (B) a joinder to the Security Agreement Agreement, pursuant to which such new Subsidiary shall become a party thereto and an IP Security Agreement in form and substance satisfactory shall grant to the Administrative Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral Agent for its obligations under the Guaranty, subject only to Permitted Liens, and (C) unless the Administrative Agent agrees otherwise in writing, a Mortgage with respect to any owned or leased interests of such new Subsidiary in real property having with a value in excess of [***] $1,000,000 and (ii) the Borrower will, or will cause the parent Subsidiary that owns the Capital Stock of such new Subsidiary to, execute and deliver to the Collateral Administrative Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of such new Subsidiary shall be pledged to the Collateral Administrative Agent, together with the certificates, if any, certificates evidencing such Capital Stock, along with Stock and undated stock powers duly executed in blank; (b) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, 15 Business Days after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualifyof any new Subsidiary, the Borrower will deliver to the Collateral Agent and the PurchasersAdministrative Agent: (i) if such Subsidiary, after giving effect to any Permitted Acquisition contemplated in connection with such Subsidiary, is reasonably expected to have Consolidated EBITDA in excess of $5,000,000 for the following 12 months, a written legal opinion of counsel to such Subsidiary addressed to the Collateral Administrative Agent and the PurchasersLenders, in form and substance reasonably satisfactory to the Required PurchasersAdministrative Agent and its counsel, which shall cover such matters relating to such Subsidiary and the creation or acquisition thereof incident to the transactions contemplated by this Agreement and this Section 6.10 and the other Credit Documents as set forth in the legal opinion of counsel delivered to the Administrative Agent and the Lenders on the Closing Date; (ii) (A) a copy of the articles or certificate of incorporation, certificate of formation incorporation (or other organizational document charter documents) of such Subsidiary, certified as of a date that is reasonably acceptable to the Collateral Administrative Agent by the Secretary applicable Governmental Authority of State (or comparable Governmental Authority) of its the jurisdiction of organizationincorporation or organization of such Subsidiary, (B) a copy of the bylaws, operating agreement bylaws or similar governing organizational document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is reasonably acceptable to the Collateral Administrative Agent by the corporate secretary or an assistant secretary of such Subsidiary, (C) an original certificate of good standing (or equivalent certification if available in the case of a Subsidiary that is organized in a jurisdiction outside the United States) for such Subsidiary issued by the Secretary applicable Governmental Authority of State (or comparable Governmental Authority) of its the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions adopted by of the board of directors (and, if required, stockholders or similar governing body) other equity owners of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Section 5.9(a6.10(a), certified on behalf of such Subsidiary by the secretary or an assistant secretary Authorized Officer of such Subsidiary (or equivalent officer)Subsidiary, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches (or equivalent searches to the extent available for jurisdictions outside the United States) performed against such Subsidiary in each jurisdiction in which such Subsidiary is incorporated or organized, organized and has a principal place of business or maintains any assetsbusiness, which report shall show no Liens on its assets (other than Permitted Liens); (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 5.9(a) and 5.9(bSection 6.10(a); (v) a certificate as to the solvency of such Subsidiary, addressed to the Administrative Agent and the Lenders, dated as of the date of creation or acquisition of such Subsidiary and in form and substance reasonably satisfactory to the Administrative Agent; (vi) evidence satisfactory to the Required Purchasers Administrative Agent that no Default or Event of Default shall exist immediately before or after the creation or acquisition of such Subsidiary or be caused thereby; and (vivii) a certificate executed by the secretary or an assistant secretary Authorized Officer of each of the Borrower and such Subsidiary, which shall constitute a representation and warranty by the Borrower and such Subsidiary as of the date of the creation or acquisition of such Subsidiary that all conditions contained in this Agreement and each other Credit Document to such creation or acquisition have been satisfied, in form and substance reasonably satisfactory to the Collateral Administrative Agent; (c) As promptly as reasonably possible, the Borrower and its Subsidiaries will deliver any such other documents, certificates and opinions, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or the Required Lenders may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Collateral being pledged pursuant to the documents described above; and (d) Notwithstanding the foregoing provisions of this Section 5.96.10, with respect to any Excluded Foreign Subsidiary, (i) no the Capital Stock of such Excluded Foreign Subsidiary will not be required to be pledged except to the extent (and but only to the extent) that both (y) such Excluded Foreign Subsidiary is not a Subsidiary of another Excluded a Foreign Subsidiary and or (z) such pledge does not exceed exceeds 65% of the total combined voting power of all outstanding classes of Capital Stock of such Excluded Foreign Subsidiary, unless and to the extent that the pledge of greater than 65% of the voting Capital Stock of such Foreign Subsidiary entitled would not cause any adverse tax consequences to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations)Borrower, and (ii) such Excluded Foreign Subsidiary will not be required to become a Subsidiary GuarantorGuarantor if doing so would cause any adverse tax consequences to the Borrower, determined by whether the execution of the Guaranty by such Foreign Subsidiary would constitute an investment of earnings in United States property under Section 956 (or any successor statute) of the Code which would trigger an increase in the gross income of the Borrower pursuant to Section 951 (or any successor provision) of the Code without corresponding credits or other offsets. (e) Notwithstanding the foregoing, for any Subsidiary created for the sole purpose of making a Permitted Acquisition and so long as such Subsidiary has no assets, the Borrower shall not be required to comply with this Section 6.10 until the consummation of such Permitted Acquisition.

Creation or Acquisition of Subsidiaries. If Promptly (and in any event within 30 days (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) after (i) the Borrower creation or any acquisition of its Subsidiaries at any time creates or acquires a Subsidiary (other than an Excluded Subsidiary) by any Loan Party or any Subsidiary and subject to Section 5.9(c) in the case of any Excluded Foreign SubsidiaryLoan Party, or (ii) or if any Subsidiary that was an Excluded Subsidiary or ceasing to be an Excluded Foreign Subsidiary fails to qualify as such any time after its creation or acquisition: (a) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, (i) each such Subsidiary will execute and deliver to the Collateral Administrative Agent a Joinder Agreement, pursuant to which such Subsidiary (x) shall become a party hereto as a Guarantor and the Purchasers (Ay) shall become a joinder party to the Guaranty in form Pledge and substance satisfactory to the Collateral Agent (B) a joinder to the Security Agreement and an IP shall deliver to Administrative Agent all such other Security Agreement Documents and such legal opinions as Administrative Agent shall reasonably request relating to such Subsidiary, and shall grant to Administrative Agent a Lien upon and security interest in form and substance satisfactory its Collateral, to the extent provided in the Security Documents, for the Secured Obligation (provided that (1) no assets of a Foreign Subsidiary or a Foreign Subsidiary Holding Company shall be required to secure the Obligations by pledge or otherwise, (2) no such Subsidiary shall be required to grant to Administrative Agent a Lien upon and security interest in any individual parcel of real property Collateral Agent to the extent that such parcel is valued at less than $2,500,000, as determined by such Subsidiary in its reasonable discretion, and (C3) the requirements described in clauses (x) and (y) of this Subsection 2.12 shall be subject to, and conditioned upon, receipt of all necessary approvals, authorizations and consents, if any, of all Governmental Authorities, including the FCC and all applicable PUCs). Promptly (and in any event within 30 days (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) after (i) the creation or acquisition of a Mortgage Subsidiary (other than an Excluded Subsidiary) by any Loan Party or any Subsidiary of any Loan Party, or (ii) any Subsidiary that was an Excluded Subsidiary ceasing to be an Excluded Subsidiary, all capital stock or other equity interest in such Subsidiary owned by any Loan Party or any Subsidiary of any Loan Party will be pledged to Administrative Agent as follows (provided that any equity interests in any Foreign Subsidiary or Foreign Subsidiary Holding Company owned by a Loan Party or another Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holding Company) which, when aggregated with respect all of the other shares of equity interests in such Subsidiary pledged to any owned Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Subsidiary in real property having being pledged to Administrative Agent, shall not be pledged; provided further that no assets of a value in excess of [***] and (ii) the Borrower willForeign Subsidiary or Foreign Subsidiary Holding Company, or will cause the parent any Subsidiary that owns the Capital Stock of either thereof or any Equity Interest issued by any such Subsidiary of either thereof, shall be required to secure the Obligations by pledge or otherwise; and, provided, further that such pledge shall be subject to, and conditioned upon, receipt of all necessary approvals, authorizations and consents, if any, of all Governmental Authorities, including the FCC and all applicable PUCs): (i) if a Loan Party directly owns any of the capital stock of or other equity interest in such Subsidiary, such Loan Party will execute and deliver to the Collateral Administrative Agent an amendment or supplement to the Pledge and Security Agreement pursuant to which all such capital stock or other equity interest shall be pledged to Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blank and such legal opinions as Administrative Agent may reasonably request; and (ii) if any of the Capital Stock capital stock of or other equity interest in such Subsidiary is owned by another Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holding Company), to the extent not already covered by the Pledge and Security Agreement, such other Subsidiary will execute and deliver to Administrative Agent an appropriate joinder, amendment or supplement to the Pledge and Security Agreement, pursuant to which all of the capital stock of or other equity interest in such Subsidiary owned by such other Subsidiary shall be pledged to the Collateral Administrative Agent, together with the certificates, if any, certificates evidencing such Capital Stock, along with capital stock or other equity interest and undated stock or transfer powers duly executed in blank; blank and such legal opinions as Administrative Agent may reasonably request. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver any such other documents, certificates and opinions (b) Concurrently with (and in any event within [***] (or [***] including opinions of local counsel in the event jurisdiction of a Foreign organization of each such Subsidiary) or in either case regarding such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, the Borrower will deliver to the Collateral Agent and the Purchasers: (i) a written legal opinion of counsel to such Subsidiary addressed to the Collateral Agent and the PurchasersSubsidiary, in form and substance reasonably satisfactory to Administrative Agent, as Administrative Agent may reasonably request in connection therewith and will take such other action as Administrative Agent may reasonably request to create in favor of Administrative Agent a perfected security interest on a first-priority basis in the Required Purchasers; (ii) (A) a copy of the articles or certificate of incorporation, certificate of formation or other organizational document of such Subsidiary, certified as of a date that is acceptable Collateral being pledged pursuant to the Collateral Agent by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, (B) a copy of the bylaws, operating agreement or similar governing document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is reasonably acceptable to the Collateral Agent by the secretary or an assistant secretary of such Subsidiary, (C) an original certificate of good standing (or equivalent certification if available in the case of a Subsidiary that is organized in a jurisdiction outside the United States) for such Subsidiary issued by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization and (D) copies of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Section 5.9(a), certified on behalf of such Subsidiary by the secretary or an assistant secretary of such Subsidiary (or equivalent officer), all in form and substance reasonably satisfactory to the Collateral Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches (or equivalent searches to the extent available for jurisdictions outside the United States) performed against such Subsidiary in each jurisdiction in which such Subsidiary is incorporated or organized, has a place of business or maintains any assets, which report shall show no Liens on its assets (other than Permitted Liens); (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 5.9(a) and 5.9(b); (v) evidence satisfactory to the Required Purchasers that no Default or Event of Default shall exist immediately before or after the creation or acquisition of such Subsidiary or be caused thereby; and (vi) a certificate executed by the secretary or an assistant secretary of each of the Borrower and such Subsidiary, which shall constitute a representation and warranty by the Borrower and such Subsidiary as of the date of the creation or acquisition of such Subsidiary that all conditions contained in this Agreement and each other Credit Document to such creation or acquisition have been satisfied, in form and substance reasonably satisfactory to the Collateral Agent; (c) Notwithstanding the foregoing provisions of this Section 5.9, with respect to any Excluded Foreign Subsidiary, (i) no Capital Stock of such Excluded Foreign Subsidiary will be required to be pledged except to the extent (and only to the extent) that both (y) such Excluded Foreign Subsidiary is not a Subsidiary of another Excluded Foreign Subsidiary and (z) such pledge does not exceed 65% of the total combined voting power of all outstanding classes of Capital Stock of such Excluded Foreign Subsidiary entitled to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations), and (ii) such Excluded Foreign Subsidiary will not be required to become a Subsidiary Guarantordescribed above.

Creation or Acquisition of Subsidiaries. If the Borrower or any of its Subsidiaries at any time creates or acquires a Subsidiary (other than an Excluded Subsidiary and subject to Section 5.9(c) in the case of any Excluded Foreign Subsidiary) or if any Excluded Subsidiary or Excluded Foreign Subsidiary fails to qualify as such any time after its creation or acquisition: (a) Concurrently with As promptly as practicable after (and in any event within [***] 30 days (or [***] 90 days in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, (i) each such Subsidiary will execute and deliver to the Collateral Agent and the Purchasers (A) a joinder to the Guaranty in form and substance satisfactory to the Collateral Agent (B) a joinder to the Security Agreement and an IP Security Agreement in form and substance satisfactory to the Collateral Agent and (C) a Mortgage with respect to any owned interests of such Subsidiary in real property having a fair market value in excess of [***] $1,000,000 and (ii) the Borrower will, or will cause the parent Subsidiary that owns the Capital Stock of such Subsidiary to, execute and deliver to the Collateral Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of such Subsidiary shall be pledged to the Collateral Agent, together with the certificates, if any, evidencing such Capital Stock, along with undated stock powers duly executed in blank; (b) Concurrently with As promptly as practicable after (and in any event within [***] 30 days (or [***] 90 days in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, the Borrower will deliver to the Collateral Agent and the Purchasers: (i) a written legal opinion of counsel to such Subsidiary addressed to the Collateral Agent and the Purchasers, in form and substance reasonably satisfactory to the Required PurchasersCollateral Agent; (ii) (A) a copy of the articles or certificate of incorporation, certificate of formation or other organizational document of such Subsidiary, certified as of a date that is acceptable to the Collateral Agent by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, (B) a copy of the bylaws, operating agreement or similar governing document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is reasonably acceptable to the Collateral Agent by the secretary or an assistant secretary of such Subsidiary, (C) an original certificate of good standing (or equivalent certification if available in the case of a Subsidiary that is organized in a jurisdiction outside the United States) for such Subsidiary issued by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization and (D) copies of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Section 5.9(a), certified on behalf of such Subsidiary by the secretary or an assistant secretary of such Subsidiary (or equivalent officer), all in form and substance reasonably satisfactory to the Collateral Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches (or equivalent searches to the extent available for jurisdictions outside the United States) performed against such Subsidiary in each jurisdiction in which such Subsidiary is incorporated or organized, has a place of business or maintains any assets, which report shall show no Liens on its assets (other than Permitted Liens); (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 5.9(a) and 5.9(b); (v) evidence a certificate, executed by an authorized officer of the Borrower, in form and substance satisfactory to the Required Purchasers Collateral Agent, that no Default or Event of Default shall exist immediately before or after the creation or acquisition of such Subsidiary or be caused thereby; and (vi) a certificate executed by the secretary or an assistant secretary of each of the Borrower and such Subsidiary, which shall constitute a representation and warranty by the Borrower and such Subsidiary as of the date of the creation or acquisition of such Subsidiary that all conditions contained in this Agreement and each other Credit Document to such creation or acquisition have been satisfied, in form and substance reasonably satisfactory to the Collateral Agent; (c) Notwithstanding the foregoing provisions of this Section 5.9, with respect to (i) no Excluded Foreign Subsidiary (and no Subsidiary of any Excluded Foreign Subsidiary) will be required to become a Subsidiary Guarantor, and (iii) no Capital Stock of such Excluded Foreign Subsidiary will be required to be pledged except pledge Capital Stock of an Excluded Foreign Subsidiary to the extent (and only to the extent) that both (y) such Excluded Foreign Subsidiary is not a Subsidiary of another Excluded Foreign Subsidiary and (z) such pledge does not would (A) exceed 65% of the total combined voting power of all outstanding classes of Capital Stock of such Excluded Foreign Subsidiary entitled to vote (within the meaning of Section 1.956-2(c)(2) of the United States Treasury Regulations)Regulations (for clarity, and (ii) such Subsidiary would be required to pledge 100% of the outstanding non-voting Capital Stock of such Excluded Foreign Subsidiary will but such Subsidiary would not be required to become pledge, or cause to be pledged, any Capital Stock of any Subsidiary of any Excluded Foreign Subsidiary) or (B) result in any breach of the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the pledge of an Excluded Foreign Subsidiary’s Capital Stock. (d) Notwithstanding anything in this Agreement or the other Credit Documents, with respect to any real property acquired after the Effective Date and requiring a Subsidiary GuarantorMortgage pursuant to Section 5.9(a), the Credit Parties shall have 90 days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Collateral Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by Section 5.9(a).

Creation or Acquisition of Subsidiaries. If the Borrower or any of its Subsidiaries at any time creates or acquires a Subsidiary (other than an Excluded Subsidiary and subject to Section 5.9(c) in the case of any Excluded Foreign Subsidiary) or if any Excluded Subsidiary or Excluded Foreign Subsidiary fails to qualify as such any time after its creation or acquisition: (a) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after30 days thereafter) the creation or direct or indirect acquisition by a Grantor of any new wholly owned Subsidiary (if such new Subsidiary is not a Foreign Subsidiary, is not a Foreign Subsidiary Holding Company and is not prohibited from complying with this Section by the Borrower thereof or failure thereof to so qualifyapplicable Law of any applicable PUC), (i) each such new Subsidiary will execute and deliver to the Collateral Agent and the Purchasers CoBank (Aunless such requirement is waived in writing by CoBank in its sole discretion) a joinder to the Guaranty agreement, in form and substance satisfactory acceptable to CoBank in its sole discretion, pursuant to which such new Subsidiary (A) shall become a party to the Collateral Agent Continuing Guaranty as a “Guarantor,” (B) shall become a joinder party to the Security Loan Agreement and an IP Security Agreement in form and substance satisfactory to the Collateral Agent as a “Loan Party” and (C) shall become a Mortgage party hereto as a “Grantor” and shall deliver to CoBank all such other instruments, documents and agreements providing collateral security with respect to any owned interests of such Subsidiary the Secured Obligations as CoBank shall reasonably request, and shall grant to CoBank a first priority Lien upon and security interest in real property having a value in excess of [***] and its Collateral (ii) subject to Liens permitted under the Borrower willLoan Agreement), or will cause the parent Subsidiary that owns the Capital Stock of such Subsidiary to, execute and deliver to the Collateral Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of such Subsidiary shall be pledged to the Collateral Agent, together with the certificates, if any, evidencing such Capital Stock, along with undated stock powers duly executed in blank; (b) Concurrently with (extent provided herein and in such instruments, documents and agreements, for the Secured Obligations. As promptly as reasonably possible, the Grantors and their respective Subsidiaries will deliver any event within [***] such other documents, certificates and opinions (or [***] including opinions of local counsel in the event jurisdiction of a Foreign Subsidiary) or in either case organization of each such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof new Subsidiary and updated annexes to so qualify, the Borrower will deliver to the Collateral Agent and the Purchasers: (i) a written legal opinion of counsel to such Subsidiary addressed to the Collateral Agent and the Purchasersthis Agreement), in form and substance reasonably satisfactory to CoBank, as CoBank may reasonably request in connection therewith and will take such other action as CoBank may reasonably request to create in favor of CoBank a perfected security interest on a first-priority basis in the Required Purchasers; (ii) (A) a copy of the articles or certificate of incorporation, certificate of formation or other organizational document of such Subsidiary, certified as of a date that is acceptable Collateral being pledged pursuant to the Collateral Agent by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, (B) a copy of the bylaws, operating agreement or similar governing document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is reasonably acceptable to the Collateral Agent by the secretary or an assistant secretary of such Subsidiary, (C) an original certificate of good standing (or equivalent certification if available in the case of a Subsidiary that is organized in a jurisdiction outside the United States) for such Subsidiary issued by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization and (D) copies of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Section 5.9(a), certified on behalf of such Subsidiary by the secretary or an assistant secretary of such Subsidiary (or equivalent officer), all in form and substance reasonably satisfactory to the Collateral Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches (or equivalent searches to the extent available for jurisdictions outside the United States) performed against such Subsidiary in each jurisdiction in which such Subsidiary is incorporated or organized, has a place of business or maintains any assets, which report shall show no Liens on its assets (other than Permitted Liens); (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 5.9(a) and 5.9(b); (v) evidence satisfactory to the Required Purchasers that no Default or Event of Default shall exist immediately before or after the creation or acquisition of such Subsidiary or be caused thereby; and (vi) a certificate executed by the secretary or an assistant secretary of each of the Borrower and such Subsidiary, which shall constitute a representation and warranty by the Borrower and such Subsidiary as of the date of the creation or acquisition of such Subsidiary that all conditions contained in this Agreement and each other Credit Document to such creation or acquisition have been satisfied, in form and substance reasonably satisfactory to the Collateral Agent; (c) Notwithstanding the foregoing provisions of this Section 5.9, with respect to any Excluded Foreign Subsidiary, (i) no Capital Stock of such Excluded Foreign Subsidiary will be required to be pledged except to the extent (and only to the extent) that both (y) such Excluded Foreign Subsidiary is not a Subsidiary of another Excluded Foreign Subsidiary and (z) such pledge does not exceed 65% of the total combined voting power of all outstanding classes of Capital Stock of such Excluded Foreign Subsidiary entitled to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations), and (ii) such Excluded Foreign Subsidiary will not be required to become a Subsidiary Guarantordescribed above.

Creation or Acquisition of Subsidiaries. If the Borrower or any of its Subsidiaries at any time creates or acquires a Subsidiary (other than an Excluded Subsidiary and subject to Section 5.9(cA) in the case of any Excluded Foreign Subsidiary) or if any Excluded Subsidiary or Excluded Foreign Subsidiary fails to qualify as such any time after its creation or acquisition: (a) Concurrently with Promptly upon (and in any event within [***] thirty (or [***] in the event of a Foreign Subsidiary30) or in either case such later date as may be agreed upon by the Collateral Agent, days after) the creation or direct acquisition of any new Subsidiary by any Loan Party or indirect acquisition by the Borrower thereof or failure thereof to so qualifyany Subsidiary of any Loan Party, (i) each such new Subsidiary will execute and deliver to the Collateral Administrative Agent and the Purchasers a Joinder Agreement, pursuant to which such new Subsidiary (Ai) shall become a joinder to the Guaranty in form and substance satisfactory to the Collateral Agent (B) party hereto as a joinder to the Security Agreement and an IP Security Agreement in form and substance satisfactory to the Collateral Agent and (C) a Mortgage with respect to any owned interests of such Subsidiary in real property having a value in excess of [***] Guarantor and (ii) shall become a party to the Borrower willPledge Agreement and shall deliver to Administrative Agent all such other Security Documents and such legal opinions as Administrative Agent shall reasonably request, or will cause and shall grant to Administrative Agent a Lien upon and security interest in its Collateral, to the parent extent provided in the Security Documents, for the Secured Obligations (provided that any such new Subsidiary that owns constitutes a “controlled foreign corporation” under Section 956 of the Capital Stock IRC shall be excluded from the requirements of this Subsection 2.12(A)(i)); provided further that no assets of a foreign Subsidiary that constitutes a controlled foreign corporation under Section 956 of the IRC shall be required to secure the Obligations by pledge or otherwise); and (B) Promptly upon (and in any event within thirty (30) days after (or such later date as the Administrative Agent shall agree to in writing in its sole discretion)) the creation or acquisition of a new Subsidiary, all capital stock or other equity interest in such Subsidiary owned by any Loan Party or any Subsidiary of any Loan Party will be pledged to Administrative Agent as follows (provided that any equity interests in any foreign Subsidiary that constitutes a “controlled foreign corporation” under Section 956 of the IRC which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Subsidiary tobeing pledged to Administrative Agent, shall not be pledged; provided further that no assets of a foreign Subsidiary that constitutes a controlled foreign corporation under Section 956 of the IRC shall be required to secure the Obligations by pledge or otherwise): (i) if a Loan Party directly owns any of the capital stock of or other equity interest in such new Subsidiary, such Loan Party will execute and deliver to the Collateral Administrative Agent an amendment or supplement to the Pledge Agreement pursuant to which all such capital stock or other equity interest shall be pledged to Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blank and such legal opinions as Administrative Agent may reasonably request; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by another Subsidiary (other than a foreign subsidiary), to the extent not already covered by the Security Agreement Agreement, such other Subsidiary will execute and deliver to Administrative Agent an appropriate joinder, amendment or supplement to the Pledge Agreement, pursuant to which all of the Capital Stock capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Collateral Administrative Agent, together with the certificates, if any, certificates evidencing such Capital Stock, along with capital stock or other equity interest and undated stock or transfer powers duly executed in blank; blank and such legal opinions as Administrative Agent may reasonably request. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver any such other documents, certificates and opinions (b) Concurrently with (and in any event within [***] (or [***] including opinions of local counsel in the event jurisdiction of a Foreign organization of each such new Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, the Borrower will deliver to the Collateral Agent and the Purchasers: (i) a written legal opinion of counsel to such Subsidiary addressed to the Collateral Agent and the Purchasers), in form and substance reasonably satisfactory to Administrative Agent, as Administrative Agent may reasonably request in connection therewith and will take such other action as Administrative Agent may reasonably request to create in favor of Administrative Agent a perfected security interest on a first-priority basis in the Required Purchasers; Collateral being pledged pursuant to the documents described above. The Administrative Agent may elect by written notice to the Borrower to exempt (i) any new Subsidiary which is not wholly-owned directly or indirectly by the Loan Parties and/or (ii) (A) a copy of the articles or certificate of incorporation, certificate of formation any Loan Party who owns capital stock or other organizational document equity interest in such Subsidiary from the requirements of such Subsidiary, certified as all or any portion of a date this Subsection 2.12 if it determines in its sole discretion that is acceptable the costs to the Collateral Agent by the Secretary Loan Parties of State (complying with all or comparable Governmental Authority) of its jurisdiction of organization, (B) a copy of the bylaws, operating agreement or similar governing document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is reasonably acceptable to the Collateral Agent by the secretary or an assistant secretary of such Subsidiary, (C) an original certificate of good standing (or equivalent certification if available in the case of a Subsidiary that is organized in a jurisdiction outside the United States) for such Subsidiary issued by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization and (D) copies of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Section 5.9(a), certified on behalf of such Subsidiary by the secretary or an assistant secretary of such Subsidiary (or equivalent officer), all in form and substance reasonably satisfactory to the Collateral Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches (or equivalent searches to the extent available for jurisdictions outside the United States) performed against such Subsidiary in each jurisdiction in which such Subsidiary is incorporated or organized, has a place of business or maintains any assets, which report shall show no Liens on its assets (other than Permitted Liens); (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 5.9(a) and 5.9(b); (v) evidence satisfactory to the Required Purchasers that no Default or Event of Default shall exist immediately before or after the creation or acquisition of such Subsidiary or be caused thereby; and (vi) a certificate executed by the secretary or an assistant secretary of each of the Borrower and such Subsidiary, which shall constitute a representation and warranty by the Borrower and such Subsidiary as of the date of the creation or acquisition of such Subsidiary that all conditions contained in this Agreement and each other Credit Document to such creation or acquisition have been satisfied, in form and substance reasonably satisfactory to the Collateral Agent; (c) Notwithstanding the foregoing provisions portion of this Section 5.9, with respect to any Excluded Foreign Subsidiary, (i) no Capital Stock of such Excluded Foreign Subsidiary will be required to be pledged except to Subsection 2.12 exceed the extent (and only to relative benefit afforded the extent) that both (y) such Excluded Foreign Subsidiary is not a Subsidiary of another Excluded Foreign Subsidiary and (z) such pledge does not exceed 65% of the total combined voting power of all outstanding classes of Capital Stock of such Excluded Foreign Subsidiary entitled to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations), and (ii) such Excluded Foreign Subsidiary will not be required to become a Subsidiary GuarantorSecured Parties.