Common use of Formation or Acquisition of Subsidiaries Clause in Contracts

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereofTranche A Closing Date incorporates, the Loan Parties will cause each of their Subsidiaries organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than any an Excluded Subsidiary so long (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and as practicable but in any no event within later than thirty (30) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of time clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithapplicable, the Loan Parties shall give notice to the Agent extent required or applicable to execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Domestic Subsidiary), (c) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such longer period new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of time as agreed the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to by vote for directors or any other matter be pledged if the Required Lenders pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank all other documentation in their form and substance satisfactory to Bank in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders which in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and this Section 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a that Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request Guarantor forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Effective Date or if in Bank’s reasonable credit judgment with respect to any Subsidiary existing on the Effective Date, Borrower and such Guarantor shall (a) cause such Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including one or more opinions of counsel reasonably satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided however that signs and delivers a in no event shall Borrower Joinder Agreement or any Guarantor Joinder Agreement in order be required to comply with their ongoing obligations under applicable “know your customer” and anti-any of the foregoing in respect of a Subsidiary (including without limitation, Upwork Escrow Inc.) that is subject to regulation of any internet escrow, regulator, money laundering rules and regulationstransmission regulator, trust company regulator or similar Governmental Authority, including without limitation the USA PATRIOT ACTState of California’s Department of Business Oversight to the extent compliance would not permitted by such regulation. Any document, the USA FREEDOM Actagreement, an IRS Form W-9 or other applicable tax formsinstrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryto become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) whether in and to the assets constituting Collateral of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionSubsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance reasonably satisfactory to the Agent and the LendersBank; provided, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary that signs and delivers and/or (iii) the pledge by Borrower of a Borrower Joinder Agreement or Guarantor Joinder Agreement perfected security interest in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsone hundred percent (100%) of the stock, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 units or other evidence of ownership of each Foreign Subsidiary, would reasonably be expected to have a material adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent required by Bank, one or more opinions of counsel reasonably satisfactory to Bank, which in its good faith business discretion is appropriate with respect to the execution and delivery of the applicable tax formsdocumentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Domestic Subsidiary), (c) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such longer period new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of time as agreed the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to by vote for directors or any other matter be pledged if the Required Lenders pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank all other documentation in their form and substance satisfactory to Bank in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders which in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.9 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section Sections 7.3 and 7.6 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) in the case of the formation or acquisition of a Domestic Subsidiary, cause such new Domestic Subsidiary to provide to Lender a joinder to the Loan Parties will Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Lender (including being sufficient to grant Lender a Lien in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) subject to the last sentence of this Section 6.10 and the Subordination Agreement, provide to Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Lender, and (c) provide to Lender all other documentation in form and substance reasonably satisfactory to Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.10 shall be a Loan Document. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.6 hereof, at the time that Borrower forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary after the Effective Date, Borrower shall pledge sixty-five percent (65%) of the outstanding voting equity interests and one hundred percent (100%) of outstanding non-voting equity interests of each Foreign Subsidiary directly owned by a Borrower or Subsidiary, in each instance, to Lender to secure the Obligations, promptly after formation or acquisition of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Foreign Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within . Within thirty (30) days after such Subsidiary is formed of the Effective Date, Borrower shall cause RMG Ltd. to execute and deliver an English law mortgage debenture (substantially in the form of the English law mortgage debenture previously delivered by RMG Ltd. in favor of SVB in connection with the SVB Loan Facility, mutatis mutandis, or acquired (or such longer period of time as agreed otherwise reasonably acceptable to by the Required Lenders in their reasonable discretionLender)) become a Guarantor hereunder , pursuant to which RMG Ltd. will charge by way of execution fixed and floating charge all of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithRMG Ltd.’s present and future undertaking, property and assets to secure the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsObligations.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Section 7.6 hereoftime that Borrower forms any direct or indirect domestic Subsidiary or acquires any direct or indirect domestic Subsidiary after the Effective Date, the Loan Parties will cause each of their Subsidiaries Borrower shall (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiarya) whether newly formedcause, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after of such acquisition, such new Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Subsidiary is to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired domestic Subsidiary, other than Intellectual Property and only to the extent of 65% of the equity interest in any foreign Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such longer period new domestic Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. At the time as agreed that Borrower forms any direct or indirect foreign Subsidiary or acquires any direct or indirect foreign Subsidiary after the Effective Date, Borrower shall (a) cause, within thirty (30) days of such acquisition, such new Subsidiary to by provide to Bank a guaranty of Borrower’s Obligations under the Required Lenders in their reasonable discretion)) Loan Agreement to cause such Subsidiary to become a Guarantor hereunder by way hereunder, (b) provide to Bank appropriate certificates and powers and financing statements, pledging sixty-five percent (65%) of execution the voting power of a Guarantor Joinder Agreement or become a Borrower hereunder by way all capital stock of execution of a Borrower Joinder Agreement. In connection therewithsuch new foreign Subsidiary, the Loan Parties shall give notice in form and substance satisfactory to the Agent Bank, and the Lenders not less than ten (10c) days prior provide to creating a Subsidiary (or such shorter period of time as agreed Bank all other documentation in form and substance satisfactory to by the Required Lenders Bank which in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor or the execution and delivery of the applicable documentation referred to above. Borrower represents, to the extent applicablebest of its knowledge, substantially that the same documentation required ownership interests of SAJAN SOFTWARE LIMITED, SAJAN SPAIN, S.L. and SAJAN SINGAPORE PTE. LTD. (“Shares”) are not certificated and, thus, the Bank shall not require the delivery of such ownership interests; provided, however, promptly upon certification, Borrower shall deliver the Shares representing sixty-five percent (65%) of the voting power of each such Foreign Subsidiary (the “Pledged Shares”) to the Bank, accompanied by an instrument of assignment duly executed in blank by Borrower, and Borrower shall cause the books of each entity whose shares are part of the Pledged Shares and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuance of an Event of Default, Bank may effect the transfer of the Pledged Shares into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Any document, agreement, or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 6 hereof, at the Loan Parties will time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary, Borrower shall (a) at Lenders’ election, cause each such new Subsidiary to either provide to Lenders a secured guaranty or a to become a co-borrower hereunder, together with such appropriate financing statements and/or control agreements, all in form and substance satisfactory to Lenders (including being sufficient to grant Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Subsidiary), (b) provide to Lenders appropriate certificates and powers and other instruments, pledging all of the direct or beneficial ownership interest in such longer period of time as agreed new Subsidiary, in form and substance satisfactory to by the Required Lenders, and (c) provide to Lenders all other documentation in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice form and substance satisfactory to Lenders that in its opinion is appropriate with respect to the Agent execution and delivery of the applicable documentation referred to above; provided however, in the case of any Foreign Subsidiary, if a secured guaranty by such Foreign Subsidiary or a pledge of more than 65% of ownership interest in such Foreign Subsidiary is reasonably likely to result in adverse tax consequences to Borrower, then in lieu of compliance with clause (a) and (b) above, Borrower shall provide to Lenders not less than appropriate certificates and powers and other instruments, pledging 65% of the direct or beneficial ownership interest in such new Foreign Subsidiary, in form and substance satisfactory to Lenders. Borrower shall provide notice of the acquisition or formation of any direct or indirect Subsidiary, at least ten (10) business days prior to creating a Subsidiary (such formation or such shorter period of time as agreed to by the Required acquisition, and Borrower and Lenders in their reasonable discretion)shall mutually agree upon permitted investments, or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, distributions and/or downstreaming with respect to each new Guarantor or Borrower to the extent applicablesuch Subsidiary, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements modifications to this Agreement as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsbe appropriate.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or any of its Subsidiaries at any time after the negative covenants contained Tranche A Closing Date forms or acquires a Subsidiary (including by division), as promptly as practicable but in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other no event later than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time as agreed to by the Required Lenders in their reasonable discretion)clause (d) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a below, Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a will cause such Subsidiary (or such shorter period of time as agreed other than an Excluded Subsidiary) to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall execute and deliver to the Collateral Agent a joinder to the Security Agreement in the form attached thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) Borrower will deliver to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation or acquisition of such Subsidiary; and (d) Borrower will cause such Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. Borrower, substantially Lenders and the same documentation required Collateral Agent hereby agree that any such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) in the case of the formation or acquisition of a Domestic Subsidiary, cause such new Domestic Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Domestic Subsidiary), (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)b) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice subject to the Agent last sentence of this Section 6.12, provide to Bank appropriate certificates and powers and financing statements, pledging all of the Lenders not less than ten (10) days prior to creating a Subsidiary (direct or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance reasonably satisfactory to the Agent Bank, and the Lenders(c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. Notwithstanding and without limiting the negative covenants contained in Sections 3.1(b7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary after the Effective Date, Borrower shall pledge sixty-five percent (65%) – of the outstanding voting equity interests and one hundred percent (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new 100%) of outstanding non-voting equity interests of each Foreign Subsidiary that signs and delivers directly owned by a Borrower Joinder Agreement or Guarantor Joinder Agreement Subsidiary, in order each instance, to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsBank to secure the Obligations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 promptly after formation or other applicable tax formsacquisition of such Foreign Subsidiary.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries Closing Date forms or acquires a Domestic Subsidiary (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed(including by division), after acquired or otherwise existing to as promptly (and as practicable but in any no event within later than thirty (30) days after such Subsidiary is formed or acquired (or such longer period as Lender may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time clause (d) below, Borrower will cause such Domestic Subsidiary to execute and deliver to Lender a joinder to the Security Agreement in the form attached thereto and any relevant IP Security Agreement or other Collateral Documents, as agreed applicable; (b) Borrower will deliver to Lender (i) true, correct and complete copies of the Operating Documents of such Domestic Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of such Operating Documents are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to Lender) and (iii) a good standing certificate for such Domestic Subsidiary certified by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way Secretary of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary State (or such shorter period the equivalent thereof) of time as agreed to by the Required Lenders in their reasonable discretion)its jurisdiction of organization, incorporation or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall formation; (c) Borrower will deliver to Lender a Perfection Certificate, updated to reflect the Agent formation or acquisition of such Domestic Subsidiary; and the Lenders, with respect (d) Borrower will cause such Domestic Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Domestic Subsidiary. Borrower and Lender hereby agree that any such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the generality of the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Restatement Date, including any Subsidiary organized under the laws of Canada or any province thereof, Borrower shall give prior written notice to Bank thereof, and, upon Bank’s written request, shall (a) cause each of their Subsidiaries (other than any Excluded such new Subsidiary so long as to provide to Bank a secured guaranty or joinder to this Agreement to cause such Subsidiary remains an Excluded Subsidiaryto become a guarantor or co-borrower hereunder, together with such appropriate financing statements and/or control agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) whether in and to the assets of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers, pledging all of the direct or beneficial ownership interest in such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithnew Subsidiary, the Loan Parties shall give notice to the Agent extent constituting Collateral, in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, which is reasonably appropriate with respect to the Lenders not less than ten execution and delivery of the applicable documentation referred to above. To the extent such Subsidiary bills customers directly, within sixty (1060) days prior to creating a of the date of formation of any such Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionextent not previously delivered), or acquiring Borrower shall enter into a pledge agreement in form and substance acceptable to Bank with respect to the pledge of all Equity Interests of any other Person that results in such Person becoming a SubsidiarySubsidiary constituting Collateral hereunder. In connection with Notwithstanding the foregoing, the Loan Parties no joinder or secured guaranty shall deliver to the Agent and the Lendersbe required of any Subsidiary, with respect to each new Guarantor or Borrower to the extent applicablesuch joinder or guaranty would result in a material adverse tax consequence to Borrower, substantially the same documentation required as determined by Borrower in good faith. Any document, agreement, or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause each of their Subsidiaries (other than any Excluded such new Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed provide to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior a joinder to creating this Agreement or any Guaranty to cause such Subsidiary to become a Subsidiary (co-borrower or Guarantor, as applicable, together with such shorter period of time as agreed appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders (including being sufficient to grant Agent, for the ratable benefit of the Lenders, with respect a first priority Lien (subject to each new Guarantor or Borrower Permitted Liens) in and to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (eassets of such newly formed or acquired Subsidiary), (b) provide to Agent appropriate certificates and 6.12 powers and financing statements, pledging to Agent, for the ratable benefit of the Lenders, all of the direct or beneficial ownership interest in such other documents or agreements as the Agent or any Lender may new Subsidiary, in form and substance reasonably request satisfactory to Agent; provided, that with respect to any new Foreign Subsidiary or FSHCO, in the event that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACTAgent, the USA FREEDOM ActLenders and Borrower mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary and/or FSHCO, an IRS Form W-9 (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or FSHCO, and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary and/or each FSHCO, would reasonably be expected to have an adverse tax effect on Borrower, then Borrower shall only be required to grant and pledge to Agent, for the ratable benefit of the Lenders, a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary and/or FSHCO, in each case owned directly by Borrower; and (c) provide to Agent all other documentation in form and substance reasonably satisfactory to Agent, including, at Agent’s request, one or more opinions of counsel reasonably satisfactory to Agent, which in its reasonable opinion is appropriate with respect to the execution and delivery of the applicable tax formsdocumentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereofTranche A Closing Date incorporates, the Loan Parties will cause each of their Subsidiaries organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition (other than any Excluded Subsidiary so long an Asset Acquisition in the ordinary course of business), as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and as practicable but in any no event within later than thirty (30) days after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary is formed or acquired (or such longer period of time Credit Party, as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithapplicable, the Loan Parties shall give notice to the Agent extent required or applicable to execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 5.4 and 5.7 hereof, at the Loan Parties will time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Original Closing Date, Borrower and such Guarantor shall (a) notify Lenders in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Lenders’ request, cause each such new Subsidiary that is a Domestic Subsidiary to provide to Lenders a joinder to this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or control agreements, all in form and substance satisfactory to Lenders in its reasonable discretion (including being sufficient to grant Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Domestic Subsidiary), (c) provide to Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such longer period new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Lenders in its reasonable discretion (provided that in no event shall more than 65% of time as agreed the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to by vote for directors or any other matter be pledged if the Required pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Lenders all other documentation in form and substance satisfactory to Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders which in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 4.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, at the Loan Parties will cause each of their Subsidiaries time that Borrower forms any direct or indirect domestic Subsidiary (other than any Excluded indirect Subsidiary so long as that is held by a foreign Subsidiary of Borrower or any FSHCo) or acquires any direct or indirect domestic Subsidiary (other than any indirect Subsidiary that is held by a foreign Subsidiary of Borrower or any FSHCo), Borrower shall provide prior written notice to Lender of the creation or acquisition of such new Subsidiary remains an Excluded Subsidiary) whether newly formedand take all such action required by Lender to, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after of such creation or acquisitions, (a) cause such new domestic Subsidiary is to provide to Lender a joinder to this Agreement to cause such domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or control agreements, all in form and substance satisfactory to Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired domestic Subsidiary), (b) provide to Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice new domestic Subsidiary (to the Agent and extent the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionsame constitutes Collateral), or acquiring the Equity Interests of any in form and substance satisfactory to Lender, and (c) provide to Lender all other Person documentation in form and substance reasonably satisfactory to Lender that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each the execution and delivery of the applicable documentation referred to above. At any time that Borrower forms or acquires any direct or indirect foreign Subsidiary or FSHCo, Borrower shall, upon Lender’s request (a) at Lender’s request, cause such new Guarantor foreign Subsidiary to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or Borrower acquired foreign Subsidiary), (b) provide to Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new foreign Subsidiary or FSHCo not exceeding 65% of the voting power of all classes of capital stock of such foreign Subsidiary (to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (econstitutes Collateral), in form and 6.12 substance satisfactory to Lender, and such (c) provide to Lender all other documents or agreements as the Agent or any documentation in form and substance satisfactory to Lender may reasonably request that in its opinion is appropriate with respect to any new Subsidiary that signs the execution and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order delivery of the applicable documentation referred to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsabove.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will cause each of their Subsidiaries time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formedincluding, after acquired or otherwise existing without limitation, pursuant to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretiona Division)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a , Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and, if reasonably requested by Collateral Agent or any Lender; (a) cause such new Subsidiary to provide to Collateral Agent and the Lenders not less than ten a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Collateral Agent and the Lenders (10including being sufficient to grant Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a first priority Lien (it being acknowledged that the Collateral may be subject to Permitted Liens) days prior in and to creating a Subsidiary (the assets of such newly formed or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionacquired Subsidiary), (b) provide to Collateral Agent and each Lender appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver new Subsidiary to the extent constituting Collateral, in form and substance satisfactory to Collateral Agent and each Lender, and (c) provide to Collateral Agent and the Lenders, all other documentation in form and substance satisfactory to Collateral Agent and the Lenders, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary, in an acquisition 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 to each new Guarantor Lender a perfected security interest in more than 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 and each Lender 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 voting stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the extent applicableU.S. Internal Revenue Code; provided, substantially further, that any Foreign Subsidiary shall not own any Intellectual Property unless and until Borrower has delivered a pledge agreement under the same local law governing such Foreign Subsidiary, in form and substance satisfactory to Collateral Agent and the Lenders, 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 other documentation required in form and substance satisfactory to Collateral Agent and the Lenders. Any document, agreement, or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding Excluding the Non-Operating Subsidiary, at the time that Borrower or any Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryshall (a) whether newly formed, after acquired or otherwise existing cause such new Subsidiary which is a Domestic Subsidiary to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed provide to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Collateral Agent and the Lenders not less than ten a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Collateral Agent and the Lenders (10including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) days prior in and to creating a Subsidiary (the assets of such newly formed or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionacquired Subsidiary), (b) provide to Collateral Agent and the Lenders appropriate certificates and powers and financing statements, pledging all (or, with respect to any Foreign Subsidiary, not more than sixty five percent (65%)) of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Collateral Agent and the Lenders, and (c) provide to Collateral Agent and the Lenders all other documentation in form and substance satisfactory to Collateral Agent and the Lenders, including one or more opinions of counsel satisfactory to Collateral Agent and the Lenders, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above; and provided that Collateral Agent and the Lenders reserve the right reasonably to require any Subsidiary to become a secured guarantor hereunder, in form and substance satisfactory to Collateral Agent and the Lenders. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.10 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each If Borrower or any of their its Subsidiaries (other than Excluded Subsidiaries) at any Excluded time after the Closing Date forms or acquires a Subsidiary so long as such Subsidiary remains (other than an Excluded Subsidiary) whether newly formed(including by division), after acquired or otherwise existing to as promptly (and as practicable but in any no event within later than thirty (30) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time as agreed clause (d) below, Borrower will cause such Subsidiary to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement in the form attached thereto and any relevant IP Security Agreement or other Collateral Documents, as applicable; (b) Borrower will deliver to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of such Operating Documents are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation or acquisition of such Subsidiary; and (d) Borrower will cause such Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. Borrower, substantially Lenders and the same documentation required Collateral Agent hereby agree that any such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 herein (including Sections 6(b)(iii) and 6(b)(vi) hereof), at the Loan Parties will cause each of their Subsidiaries time that the Company or any Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date: (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiarya) whether newly formedpromptly, after acquired or otherwise existing to promptly (and in any event within thirty five (305) days after Business Days of such formation or acquisition, provide written notice to Agent and the Holders together with certified copies of the Operating Documents for such Subsidiary is (such notice a “New Subsidiary Notice”), and (b) promptly, and in any event within 15 days of such formation or creation: (1) take all such action as may be reasonably required by Agent to (x) cause each such new Subsidiary (other than Prohibited Subsidiary (as defined under the Senior Loan Agreement)) to provide to Agent a joinder to this Agreement pursuant to which such Subsidiary becomes a Guarantor hereunder, and (y) grant a continuing pledge and security interest in and to the property of such Subsidiary constituting Collateral (substantially as described on Annex I), in each case together with such appropriate financing statements, Account Control Agreements (to the extent required and subject to the Intercreditor Agreement) and other documents, instruments and agreements reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent, for the benefit of the Holders, a second priority Lien (subject to Permitted Liens) in and to the property constituting Collateral of such newly formed or acquired Subsidiary), (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)2) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice subject to the Intercreditor Agreement, provide to Agent appropriate certificates and powers and financing statements, pledging all of the Lenders not less than ten (10) days prior to creating a Subsidiary (direct or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the beneficial Equity Interests of any other Person that results in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent, and (3) provide to Agent all other documentation in form and the Lenderssubstance satisfactory to Agent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(bthis Section 5(a)(ix) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsNote Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause each such new Domestic Subsidiary to provide to Lenders a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Agent and Lenders (including being sufficient to grant Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Subsidiary), (b) provide to Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a new Subsidiary (or such shorter period of time as agreed provided that if Borrower can demonstrate to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders’ satisfaction that pledging in excess of sixty-five percent (65%) of the stock of any new Foreign Subsidiary would cause an adverse tax consequence for Borrower or such newly created/acquired Foreign Subsidiary, Borrower shall be required to pledge only sixty-five percent (65%) of the stock of such Foreign Subsidiary), in form and substance reasonably satisfactory to Agent and Lenders; and (c) provide to Lenders all other documentation in form and substance satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Lenders, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) cause each of their Subsidiaries (other than any Excluded such new Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed provide to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Collateral Agent and the Lenders either a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Collateral Agent (including being sufficient to grant Collateral Agent, for the ratable benefit of the Lenders, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary; provided, however, that any such new Subsidiary that is a Foreign Subsidiary shall not less than ten (10) days prior be required to creating become a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionco-borrower hereunder), (b) provide to Collateral Agent appropriate certificates and powers and financing statements, pledging all of the direct or acquiring beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Collateral Agent (provided, however, that Borrower shall not be required to grant or pledge a security interest to Collateral Agent, for the Equity Interests ratable benefit of the Lenders, in more than 65% of the stock, units or other evidence of ownership held by Borrower of any Foreign Subsidiary), and (c) provide to Collateral Agent and the Lenders all other Person that results documentation in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver form and substance reasonably satisfactory to the Collateral Agent and the Lenders. Any document, with respect to each new Guarantor agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days in the case of a Domestic Subsidiary (excluding a US Holdco) or ninety (90) days in the case of a Foreign Subsidiary and/or US Holdco (or such later date as Bank shall determine, in its sole but reasonable discretion) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower or such Guarantor, as applicable, shall (a) cause such new Subsidiary is to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionSubsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance reasonably satisfactory to the Agent Bank and the Lenders(c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to each new Guarantor or Borrower the execution and delivery of the applicable documentation referred to the extent applicableabove; provided, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new Foreign Subsidiary and/or US Holdco, in the event that signs Borrower provides Bank evidence reasonably satisfactory to Bank that (i) the grant of a continuing pledge and delivers security interest in and to the assets of any such Foreign Subsidiary and/or US Holdco, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) (iii) the pledge by Borrower of a Borrower Joinder Agreement or Guarantor Joinder Agreement perfected security interest in order to comply with their ongoing obligations under applicable “know your customer” and antimore than two-money laundering rules and regulationsthirds of the stock, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 units or other evidence of ownership of each Foreign Subsidiary or US Holdco and/or (iv) the provision of a joinder to become co-borrower under this Agreement by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof), would be expected to have a material adverse tax effect on the Borrower, then the Borrower shall: (A) if such Foreign Subsidiary and/or US Holdco is a first-tier Subsidiary of Borrower, be required only to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary and/or US Holdco (it being understood that none of the assets of such Foreign Subsidiary and/or US Holdco will in such case be pledged to Bank as Collateral and that such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) will neither guaranty the Obligations of the Borrower nor become a co-borrower under this Agreement) and (B) if such Subsidiary is a Subsidiary of a Foreign Subsidiary and/or US Holdco, not be required to (x) grant or pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of such Subsidiary, or any assets thereof or (y) have such Subsidiary guaranty the Obligations of the Borrower or become a co-borrower under this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any Subsidiary of Borrower be required to grant security or provide a guaranty of the Obligations to Bank to the extent that (A) Borrower provides Bank evidence reasonably acceptable to Bank that (i) such grant of security or guaranty would violate any applicable tax formslaw or any contractual obligation (and in the case of such contractual obligation, not entered into in contemplation of the acquisition or formation of such Subsidiary) or (ii) would require governmental (including regulatory) consent, approval, license or authorization to provide security or give a guarantee, unless such consent, approval, license or authorization has been received or (B) Borrower and Bank mutually agree that the cost or other consequences of providing a guarantee or granting security shall be excessive in view of the benefits obtained by the Bank therefrom. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document. The foregoing requirements of this Section 6.11 shall not apply to any Immaterial Foreign Subsidiary, and so long as Borrower maintains the Minimum Balance, Borrower shall be permitted to create any such Immaterial Foreign Subsidiary upon five (5) Business Days prior written notice to Bank.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries within seven (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (307) days after of the date that Borrower or any Loan Party or any Affiliate thereof forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary as a result of an Approved Acquisition or otherwise, Borrower shall (a) cause such new Subsidiary is formed to provide to Agent the Joinder Agreements and a completed Perfection Certificate in form and substance satisfactory to Agent, (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or acquired beneficial ownership interest in such new Subsidiary (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and extent the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionsame constitutes Collateral), in form and substance satisfactory to Agent, (c) cause such new Subsidiary and each financial institution or acquiring bank holding any Deposit Accounts or Securities Accounts in the Equity Interests name of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall new Subsidiary to execute and deliver to the Agent and the Lenders, Control Agreements with respect to each new Guarantor any Deposit Accounts or Borrower Securities Accounts held in the name of any such Loan Party to the extent applicable, substantially the same documentation such Control Agreements would be required pursuant to Sections 3.1(bSection 7.11 of this Agreement, (d) – ensure that such Subsidiary would be in compliance with any provisions hereof affecting a Loan Party (including without limitation those provisions of Article VII hereof) and (e)) provide to Agent all other documentation in form and substance satisfactory to Agent that in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above, including all documentation and 6.12 and such other documents or agreements as the information which Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement Agreements in order to comply with their its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereofTranche A Closing Date incorporates, the Loan Parties will cause each of their Subsidiaries organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than any an Excluded Subsidiary so long (a “New Subsidiary”), as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly as practicable but in no event later than sixty (and in any event within thirty (3060) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition: (a) without limiting the generality of time clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithapplicable, the Loan Parties shall give notice to the Agent extent required or applicable to execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days in the case of a Domestic Subsidiary (excluding a US Holdco) or ninety (90) days in the case of a Foreign Subsidiary and/or US Holdco (or such later date as Bank shall determine, in its sole but reasonable discretion) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower or such Guarantor, as applicable, shall (a) cause such new Subsidiary is to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionSubsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance reasonably satisfactory to the Agent Bank and the Lenders(c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to each new Guarantor or Borrower the execution and delivery of the applicable documentation referred to the extent applicableabove; provided, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new Foreign Subsidiary and/or US Holdco, in the event that signs Borrower provides Bank evidence reasonably satisfactory to Bank that (i) the grant of a continuing pledge and delivers security interest in and to the assets of any such Foreign Subsidiary and/or US Holdco, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) (iii) the pledge by Borrower of a Borrower Joinder Agreement or Guarantor Joinder Agreement perfected security interest in order to comply with their ongoing obligations under applicable “know your customer” and antimore than two-money laundering rules and regulationsthirds of the stock, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 units or other evidence of ownership of each Foreign Subsidiary or US Holdco and/or (iv) the provision of a joinder to become co-borrower under this Agreement by any such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof), would be expected to have a material adverse tax effect on the Borrower, then the Borrower shall: (A) if such Foreign Subsidiary and/or US Holdco is a first-tier Subsidiary of Borrower, be required only to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary and/or US Holdco (it being understood that none of the assets of such Foreign Subsidiary and/or US Holdco will in such case be pledged to Bank as Collateral and that such Foreign Subsidiary and/or US Holdco (or, in either case, subsidiary thereof) will neither guaranty the Obligations of the Borrower nor become a co-borrower under this Agreement) and (B) if such Subsidiary is a Subsidiary of a Foreign Subsidiary and/or US Holdco, not be required to (x) grant or pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of such Subsidiary, or any assets thereof or (y) have such Subsidiary guaranty the Obligations of the Borrower or become a co-borrower under this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any Subsidiary of Borrower be required to grant security or provide a guaranty of the Obligations to Bank to the extent that (A) Borrower provides Bank evidence reasonably acceptable to Bank that (i) such grant of security or guaranty would violate any applicable tax forms.law or any contractual obligation (and in the case of such contractual obligation, not entered into in contemplation of the acquisition or formation of such Subsidiary) or (ii) would require governmental (including regulatory) consent, approval, license or authorization to provide security or give a guarantee, unless such consent, approval, license or authorization has been received or (B) Borrower and Bank mutually agree that the cost or other consequences of providing a guarantee or granting security shall be excessive in view of the benefits obtained by the Bank therefrom. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Exhibit 10.1

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereofClosing Date incorporates, the Loan Parties will cause each of their Subsidiaries organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than an Excluded Subsidiary or any Excluded Subsidiary so long as such Subsidiary remains ceases to be an Excluded Subsidiary (each such Subsidiary) whether newly formed, after acquired or otherwise existing to a “New Subsidiary”), as promptly as practicable but in no event later than forty-five (and in any event within thirty (3045) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition: (a) without limiting the generality of time as agreed clause (c) below, such Credit Party will cause such New Subsidiary to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such New Subsidiary or such Credit Party. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Upon the negative covenants contained in Section 7.6 hereof, the formation or acquisition by any Loan Parties will cause each Party of their Subsidiaries (other than any Subsidiary that is not an Excluded Subsidiary so long as such after the Closing Date (or when a prior Excluded Subsidiary remains ceases to constitute an Excluded Subsidiary) whether newly formedSubsidiary hereunder), after acquired or otherwise existing to promptly (and in any event within thirty (30) days after of such formation or the consummation of such acquisition (or within thirty (30) days of the date such prior Excluded Subsidiary is formed or acquired ceases to constitute an Excluded Subsidiary hereunder) (or such longer period of time later date as agreed to permitted by the Required Lenders Agent in their reasonable its sole discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice (a) cause such Subsidiary to the Agent execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to Agent an Existing Party Guaranty and Security Agreement, Acquired Financed Loan Party Guaranty and Security Agreement or (solely after the Agent Senior Notes Termination Date) an Acquired Non-Financed Party Guaranty and the LendersSecurity Agreement, as applicable, in each case in form and substance reasonably satisfactory to Agent, together with such other security documents, as well as appropriate financing statements (and with respect to each new Guarantor or Borrower all owned Acquired Financed Loan Party Real Property subject to a Mortgage to the extent applicablerequired by Section 6.12 hereof, substantially the same documentation required pursuant to Sections 3.1(b) – (efixture filings), all in form and 6.12 substance reasonably satisfactory to Agent (including being sufficient to grant an Agent Lien (subject to Permitted Liens and with the priority called for by this Agreement) in and to the applicable assets of such Subsidiary) which Lien is granted by such Subsidiary in favor of Agent, on behalf of the Lender Group, under any of the Loan Documents, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, as applicable pledging all of the direct or beneficial ownership interest in each Subsidiary that is an Acquired Financed Party, each in form and substance reasonably satisfactory to Agent, and (c) provide to Agent all other documents customary documentation, including, to the extent reasonably requested by Agent, one or agreements as the more opinions of counsel reasonably satisfactory to Agent or any Lender may reasonably request which in its reasonable opinion is appropriate with respect to any new Subsidiary that signs the execution and delivers delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11, Section 6.12 or Section 6.13 shall constitute a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each such Subsidiary to become a co-borrower hereunder or Guarantor, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. In addition, in the event that any Immaterial Subsidiary at any time maintains net assets in excess of Seven Hundred Fifty Thousand Dollars ($750,000) (other than any Excluded Subsidiary so long as temporary amounts in excess thereof caused by cash advances for the funding of such Subsidiary remains an Excluded Immaterial Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion’s payroll obligations), or acquiring the Equity Interests of any other Person that results in at Bank’s discretion, Borrower shall cause such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Immaterial Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsthis Section 6.12.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Borrower will, at the negative covenants contained in Section 7.6 hereoftime that any Loan Party forms or incorporates any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, the Loan Parties will cause each within 20 days of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formedformation, after acquired incorporation or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired acquisition (or such longer period of time later date as agreed to permitted by the Required Lenders in their reasonable sole discretion)) become (a) cause such new Subsidiary to provide to Agent either a Guarantor hereunder by way of execution of a Guarantor Joinder joinder to the Security Agreement or become a Borrower hereunder by way security agreement that is consistent with the Security Agreement or a security agreement that is otherwise customary for such Subsidiary’s jurisdiction of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice organization or incorporation to provide an “all asset” lien and such other changes as are reasonably satisfactory to the Agent Required Lenders, together with such other guaranty or security agreements, as well as appropriate financing statements, all in form and the Lenders not less than ten (10) days prior substance reasonably satisfactory to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject only to Permitted Collateral Liens) in their reasonable discretionand to the types of assets of such newly formed, incorporated or acquired Subsidiary included as “Collateral” or any similar term under the Security Agreement or any Additional Document), or acquiring ; (b) grant a first priority lien over the Equity Interests of any other Person that results such new Subsidiary in favor of the Agent to secure the Obligations; (c) cause such Person becoming new Subsidiary to provide to Agent a Subsidiary. In guaranty substantially similar to the form of guaranty included in the guaranty and security agreement provided as of the Closing Date in connection with the foregoingABL Credit Agreement, the Loan Parties shall deliver with changes as are reasonably satisfactory to the Required Lenders and (d) provide to Agent and all other documentation, including one or more opinions of counsel reasonably satisfactory to the Required Lenders, which, in their opinion, is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section ‎5.11 shall constitute a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Section 7.6 hereof, the time that any Loan Parties will cause each of their Subsidiaries Party (other than Parent) forms any Excluded direct or indirect Material Subsidiary so long as or acquires any direct or indirect Material Subsidiary after the date hereof, Borrower shall, or shall cause such other Loan Party to (a) concurrently with such Material Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such becoming a Material Subsidiary is formed or acquired (of the Borrower or such longer period of time as agreed other Loan Party, cause such new Material Subsidiary to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder under the Guaranty and a “Grantor” under the Security Agreement by way of execution executing a joinder to the Guaranty and a joinder to the Security Agreement, in each case in form and substance satisfactory to the Lender; provided that a joinder to the Guaranty and the Security Agreement shall not be required to be provided to Lender with respect to any such Material Subsidiary that is a CFC or a Subsidiary of a Guarantor Joinder Agreement CFC, (b) take all such actions and execute and deliver, or become cause to be executed and delivered, all such documents, instruments, agreements and certificates as are required under the Guaranty and Security Agreement, such other documents, instruments, agreements and certificates set forth in Sections 3.01(a)(ii), (iii), (iv), (vii) and (viii) and Section 3.01(g) and, for any Israeli Subsidiary or Subsidiary organized under the laws of any non-U.S. jurisdiction, Section 3.01(i), to grant to Lender a Borrower hereunder by way first priority Lien (subject to Permitted Liens) on substantially all of execution the assets of such Material Subsidiary and to pledge to Lender 100% the Equity Interests of such Subsidiary, all of the foregoing in form and substance satisfactory to the Lender; provided that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent Party (other than Parent) that is a CFC (and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period none of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in Subsidiary of such Person becoming a CFC) shall be required to be pledged (which pledge, if reasonably requested by Lender, shall be governed by the laws of the jurisdiction of such Subsidiary. In connection with the foregoing), the Loan Parties shall deliver and (c) to the Agent extent reasonably requested by the Lender, provide to the Lender all other documentation in form and substance reasonably satisfactory to the LendersLender (including additional local law security, if applicable), including one or more opinions of counsel reasonably satisfactory to the Lender, which in its opinion is customary with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 7.12 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Section 7.6 hereoftime that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryto become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) whether in and to the assets of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such longer period new Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of time as agreed counsel satisfactory to by Bank (provided that opinions of counsel shall not be required in the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way case of execution of a Guarantor Joinder Agreement newly formed Subsidiaries or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, acquired Subsidiaries where the Loan Parties shall give notice to the Agent and the Lenders not purchase price is less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion$1,000,000), or acquiring the Equity Interests of any other Person that results which in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above; provided, that, if a Subsidiary that is so formed or acquired is a Foreign Subsidiary and if Administrative Borrower can reasonably demonstrate to Bank that causing such Foreign Subsidiary to become a co-borrower hereunder, the extent applicablegranting of a Lien in the assets of such Foreign Subsidiary, substantially or the same documentation required pursuant to Sections 3.1(b) – pledge of more than 65% of the voting power of all classes of capital stock of such Foreign Subsidiary would result in a material increase in the tax liability of Borrower (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new an acquired Foreign Subsidiary, based on the amount of pre-tax income at the time of such acquisition and the amount of projected pre-tax income), then Borrower shall not be required to cause such Foreign Subsidiary that signs to become a co-borrower hereunder or to xxxxx x Xxxx in the assets of such Foreign Subsidiary and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 such pledge (or other applicable tax formsappropriate security document) shall be limited to 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, (i) at any time that Ultimate Parent or any of its Domestic Subsidiaries forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary, in each case, other than an Immaterial Subsidiary, after the Effective Date (including, without limitation, pursuant to a Division), the Credit Parties shall, (a) cause such new Domestic Subsidiary to provide to Bank a joinder to the Loan Parties will Documents to cause each of their Subsidiaries (other than any Excluded such Domestic Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor Credit Party hereunder by way of execution of or a Guarantor Joinder Agreement or become a of the obligations of Borrower hereunder (as determined by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Bank in their its reasonable discretion), together with such appropriate documents, all in form and substance reasonably satisfactory to Bank, necessary to grant Bank a first priority Lien (subject to Permitted Liens) in and to any Collateral of such newly formed or acquiring acquired Domestic Subsidiary, (b) provide to Bank such amendment(s) to the Equity Interests Loan Documents to cause the pledge of 100% of the capital stock of such Domestic Subsidiary as Collateral and deliver to Bank appropriate an stock certificates, stock powers, and financing statements pledging 100% of the capital stock of such Domestic Subsidiary and (c) provide to Bank, in form and substance reasonably satisfactory to Bank, any officers’ certificates, resolutions and financing statements and, if requested by Bank, opinions of counsel reasonably satisfactory to Bank, which in Bank’s opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above and (ii) at any time that Ultimate Parent or any of its Domestic Subsidiaries forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary, in each case, other Person that results than an Immaterial Subsidiary, after the Effective Date (including, without limitation, pursuant to a Division), the Credit Parties shall, provide to Bank such amendment(s) to the Loan Documents to cause the pledge of 66% of the voting capital stock of such Foreign Subsidiary owned by Ultimate Parent or a Domestic Subsidiary of Ultimate Parent, in each case, other than an Immaterial Subsidiary, as Collateral and deliver to Bank appropriate stock certificates and stock powers (if certificated), and financing statements pledging 66% of the voting capital stock of such Person becoming a Foreign Subsidiary. In connection with Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. Notwithstanding the foregoing, in the Loan event that the Credit Parties make an Investment in any Non-Wholly-Owned Subsidiary, the Credit Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation not be required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and antithe provisions of this Section 6.12; provided, however, that at no time shall the aggregate amount of all such Investments in Non-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsWholly-Owned Subsidiaries exceed Ten Million Dollars ($10,000,000).”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (ed), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereofClosing Date incorporates, the Loan Parties will cause each of their Subsidiaries organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than any an Excluded Subsidiary so long (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and as practicable but in any no event within later than thirty (30) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of time clause (c) below, such Credit Party will cause such New Subsidiary or Credit Party, as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithapplicable, the Loan Parties shall give notice to the Agent extent required and/or applicable to execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed Bank may agree) after Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause any such new Domestic Subsidiary to by the Required Lenders provide to Bank a joinder or Guaranty (at Bank’s election), together with such appropriate financing statements and/or Control Agreements, all in their reasonable discretion)) become form and substance satisfactory to Bank (including being sufficient to grant Bank a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithfirst priority Lien; provided, however, the Loan Parties shall give notice Collateral may also be subject to Permitted Liens), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the Agent extent constituting Collateral, in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the Lenders not less than ten (10) days prior execution and delivery of the applicable documentation referred to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion)above. Any document, agreement, or acquiring the Equity Interests of any other Person that results in such Person becoming instrument executed or issued pursuant to this Section 6.13 shall be a SubsidiaryLoan Document. In connection with Notwithstanding the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent such new Subsidiary is created solely for the purpose of consummating an acquisition permitted by Section 7.3, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such transactions, such new Subsidiary shall not be required to take the actions set forth in this Section 6.13, as applicable, substantially until the same documentation respective acquisition is consummated (at which time the surviving entity of the respective transaction shall be required pursuant to Sections 3.1(b) – (eso comply in accordance with the provisions hereof), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 herein (including Sections 6(b)(iii) and 6(b)(vi) hereof), at the Loan Parties will cause each of their Subsidiaries time that the CompanyParent or any Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date: (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiarya) whether newly formedpromptly, after acquired or otherwise existing to promptly (and in any event within thirty five (305) days after Business Days of such formation or acquisition, provide written notice to Agent and the Holders together with certified copies of the Operating Documents for such Subsidiary is (such notice a “New Subsidiary Notice”), and (b) promptly, and in any event within 15 days of such formation or creation: (1) take all such action as may be reasonably required by Agent to (x) cause each such new Subsidiary (other than Prohibited Subsidiary (as defined under the Senior Loan Agreement)) to provide to Agent a joinder to this Agreement pursuant to which such Subsidiary becomes a Guarantor hereunder, and (y) grant a continuing pledge and security interest in and to the property of such Subsidiary constituting Collateral (substantially as described on Annex I), in each case together with such appropriate financing statements, Account Control Agreements (to the extent required and subject to the Intercreditor Agreement) and other documents, instruments and agreements reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent, for the benefit of the Holders, a second priority Lien (subject to Permitted Liens) in and to the property constituting Collateral of such newly formed or acquired Subsidiary), (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)2) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice subject to the Intercreditor Agreement, provide to Agent appropriate certificates and powers and financing statements, pledging all of the Lenders not less than ten (10) days prior to creating a Subsidiary (direct or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the beneficial Equity Interests of any other Person that results in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent, and (3) provide to Agent all other documentation in form and the Lenderssubstance satisfactory to Agent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(bthis Section 5(a)(ix) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsNote Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less later than ten (10) days prior Business Days after the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to creating provide to Bank a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower or Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionacquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent Bank, and the Lenders(c) if reasonably requested by Bank, provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to each new Guarantor or Borrower the execution and delivery of the applicable documentation referred to the extent applicableabove; provided, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary that signs and delivers and/or (iii) the pledge by Borrower of a Borrower Joinder Agreement or Guarantor Joinder Agreement perfected security interest in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsone hundred percent (100%) of the stock, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 units or other applicable evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have an adverse tax formseffect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary; provided, further, that Borrower and Bank mutually agree that Borrower’s sole obligation under this Section 6.12 with respect to Rubicon Malaysia shall be to pledge sixty-five percent (65%) of the stock, units or other evidence of ownership of Rubicon Malaysia. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or any of its Subsidiaries at any time after the negative covenants contained Closing Date forms or acquires a Subsidiary (including by division), as promptly as practicable but in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other no event later than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time as agreed to by the Required Lenders in their reasonable discretion)clause (d) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a below, Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a will cause such Subsidiary (or such shorter period of time as agreed other than an Excluded Subsidiary) to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall execute and deliver to the Collateral Agent a joinder to the Security Agreement in the form attached thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) Borrower will deliver to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent an update to the Perfection Certificate reflecting the formation or acquisition of such Subsidiary (other than an Excluded Subsidiary); and (d) Borrower will cause such Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. Borrower, substantially Lenders and the same documentation required Collateral Agent hereby agree that any such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that (i) Borrower or any Guarantor forms any direct or indirect Material Subsidiary or acquires any direct or indirect Material Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), or (ii) any existing Subsidiary of Borrower becomes a Material Subsidiary, Borrower and such Guarantor shall (a) cause such Material Subsidiary to either (I) provide to Lenders a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, or (II) guarantee the Obligations of Borrower under the Loan Parties will cause Documents and, in each case, grant a continuing pledge and security interest in and to the assets of their Subsidiaries such Subsidiary (substantially as described on Exhibit A hereto), all in form and substance satisfactory to Agent and Lenders (including being sufficient to grant Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Material Subsidiary), (b) provide to Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Material Subsidiary, in form and substance satisfactory to Agent and Lenders; and (c) provide to Lenders all other than any Excluded documentation in form and substance satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Lenders, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided, however, that no Foreign Subsidiary shall be required to become a co-borrower or Guarantor hereunder so long as such Subsidiary remains an Excluded Subsidiary) whether newly formedthe Borrower is in compliance with Section 7.11 hereof. Any document, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion)agreement, or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor instrument executed or Borrower to the extent applicable, substantially the same documentation required issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 6.3 and 6.7 hereof, at the Loan Parties will time that Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause each of their Subsidiaries (other than any Excluded such new Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or otherwise existing a guaranty to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder (as determined by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Bank in their reasonable its sole discretion), together with documentation, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquiring acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the Equity Interests direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank; provided, however, if Borrower can demonstrate to Bank’s satisfaction that pledging in excess of sixty-five percent (65%) of the capital stock of any other Person that results in Foreign Subsidiary would cause an adverse tax consequence for Borrower or such Person becoming a new Foreign Subsidiary. In connection with , then Borrower shall be required to pledge only sixty-five percent (65%) of the foregoing, the Loan Parties shall deliver to the Agent stock of such newly created Foreign Subsidiary and the Lendersapplicable Foreign Subsidiary shall not be required to become a co-Borrower or Guarantor hereunder, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.14 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereofTranche A Closing Date incorporates, the Loan Parties will cause each of their Subsidiaries organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division) other than any an Excluded Subsidiary so long (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition, as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and as practicable but in any no event within later than thirty (30) days after such incorporation, organization, formation or acquisition or Asset Acquisition: (a) without limiting the generality of clause (c) below, such Credit Party will cause such New Subsidiary is formed or acquired (or such longer period of time Credit Party, as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithapplicable, the Loan Parties shall give notice to the Agent extent required or applicable to execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto) and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party will deliver (or cause to be delivered) to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such New Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party will cause such New Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such New Subsidiary. The parties hereto agree that any New Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Each Borrower will, at the negative covenants contained in Section 7.6 hereof, the time that any Loan Parties will cause each of their Subsidiaries Party forms or incorporates any direct or indirect Subsidiary (other than with respect to a Subsidiary to which the Required Lenders shall agree otherwise in writing) or acquires any Excluded direct or indirect Subsidiary so long as such (other than with respect to a Subsidiary remains an Excluded to which the Required Lenders shall agree otherwise in writing) (including any Acquisition Subsidiary) whether newly formed, after acquired or otherwise existing to promptly the Closing Date (and in any event such case other than a CFC to the extent such CFC becoming a Loan Party would have a material adverse tax consequence to the Borrowers as determined by them in good faith in consultation with the Required Lenders), within thirty (30) 20 days after of such Subsidiary is formed formation, incorporation or acquired acquisition (or such longer period of time later date as agreed to permitted by the Required Lenders in their reasonable sole discretion)) become (a) cause such new Subsidiary to provide to Agent a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice “Grantor Joinder” to the Guaranty and Security Agreement, together with such other security agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Collateral Liens) in and to the Lenders not less types of assets of such newly formed, incorporated or acquired Subsidiary included as “Collateral” under the Guaranty and Security Agreement); and (b) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Required Lenders, which, in their opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Borrowers shall comply with the provisions of this Section 5.11 with respect to each Inactive Subsidiary no later than ten (10) 30 days after the Closing Date, unless such Inactive Subsidiary has been dissolved and ceases to exist prior to creating such date. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Subsidiary (or such shorter period of time as Loan Document. Notwithstanding anything to the contrary contained herein, it is understood and agreed that, unless otherwise agreed to by the Borrowers and the Required Lenders in their reasonable discretion)Lenders, or acquiring the Equity Interests each Subsidiary of any other Person that results in such Person becoming Pernix Ireland Pain shall become a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver party to the Guaranty and Security Agreement by providing to Agent and the Lenders, with respect to each new a “Guarantor or Borrower to the extent applicable, substantially Joinder” on the same documentation required pursuant to Sections 3.1(b) – (e)unsecured basis as Pernix Ireland Pain, Pernix Ireland, Pernix Holdco 1, Pernix Holdco 2 and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsPernix Holdco 3.

Formation or Acquisition of Subsidiaries. Notwithstanding At the time that Borrower or any Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will such Subsidiary shall (a) cause each of their Subsidiaries (other than any Excluded such new Subsidiary so long as to provide to Lender a joinder to this Agreement to cause such Subsidiary remains an Excluded Subsidiaryto become a guarantor or co-borrower hereunder, or provide Lender alternative security satisfactory to Lender in its reasonable discretion, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) whether in and to the assets of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders Subsidiary); and/or, in their Lender’s reasonable discretion), (b) become a Guarantor hereunder by way provide to Lender appropriate certificates and powers and financing statements, pledging all of execution the Shares of a Guarantor Joinder Agreement such new Subsidiary, in form and substance satisfactory to Lender; and (c) provide to Lender all other documentation in form and substance satisfactory to Lender, including one or become a Borrower hereunder by way more opinions of execution of a Borrower Joinder Agreement. In connection therewithcounsel satisfactory to Lender, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders which in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e)this Section 6.11 shall be a Loan Document. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsMARKED BY BRACKETS, including the USA PATRIOT ACTHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsAS AMENDED.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryto become a co-borrower or guarantor together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) whether in and to the assets of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionSubsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent and the LendersBank; provided, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary that signs and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have an adverse tax effect on the Borrower, then the Borrower shall only be required to grant and delivers pledge to Bank a Borrower Joinder Agreement perfected security interest in up to sixty-five percent (65%) of the stock, units or Guarantor Joinder Agreement other evidence of ownership of such Foreign Subsidiary, and (c) provide to Bank all other documentation in order form and substance satisfactory to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsBank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the USA PATRIOT ACTexecution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.10 shall be a Loan Document. As of the Effective Date, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsforegoing provisions of this Section 6.10 shall not apply to ARI Europe.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, at Bank’s request in its sole discretion, (a) cause each such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Subsidiary); provided that no Foreign Subsidiary shall be required to be a Guarantor or Borrower if Borrower can demonstrate to Bank’s Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. satisfaction, determined in its good faith business judgment, that the joinder of, or Guaranty by, such Foreign Subsidiary would cause an adverse tax consequence to Borrower under the Internal Revenue Code of 1986, as amended, (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank (provided, however, if Borrower can demonstrate to Bank’s satisfaction, determined in its good faith business judgment, that pledging in excess of sixty-five percent (65%) of the capital stock of any Foreign Subsidiary would cause an adverse tax consequence for Borrower or such longer period new Foreign Subsidiary, then Borrower shall be required to pledge only sixty-five percent (65%) of time as agreed the stock of such newly created Foreign Subsidiary); and (c) provide to by the Required Lenders Bank all other documentation in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithform and substance satisfactory to Bank, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders which in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Section 7.6 hereoftime that Borrower forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank either a joinder to the Loan Parties will Agreement to cause each such Subsidiary to become a co-borrower hereunder or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries such newly formed or acquired Subsidiary (provided, however, that any such new Subsidiary that is a Foreign Subsidiary shall not be required to become a co-borrower or a guarantor hereunder), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank (provided, however, that Borrower shall not be required to grant or pledge a security interest to Bank in more than 65% of the stock, units or other than evidence of ownership held by Borrower of any Excluded Subsidiary Foreign Subsidiary), and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. Notwithstanding the foregoing, so long as such Subsidiary remains an Excluded Subsidiary(i) whether newly formed, Gemstone is merged into Cabochon upon the funding of the Acquisition Term Loan and (ii) Cabochon is merged into Borrower no later than one (1) Business Day after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period the funding of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithAcquisition Term Loan, the Loan Parties foregoing provisions shall give notice not apply to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsentities.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that a Co-Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Co-Borrower and such Guarantor shall, (a) cause each of their Subsidiaries (other than any Excluded such new Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or otherwise existing a Guaranty to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder (as determined by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Bank in their reasonable its sole discretion), together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquiring acquired Subsidiary); provided, however if any such new Subsidiary is a Foreign Subsidiary then, so long as Co-Borrowers remain in compliance with the Equity Interests terms and conditions hereof including, but not limited to, the negative covenant set forth in Section 7.11 hereof and the restrictions on Permitted Investments in non-credit party Subsidiaries set forth herein, such new Foreign Subsidiary shall not be required to be a co-Borrower or Guarantor hereunder; (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of any other Person that results the direct or beneficial ownership interest in such Person becoming new Subsidiary, in form and substance reasonably satisfactory to Bank; provided, however, if any such new Subsidiary is a Foreign Subsidiary. In connection , so long as Co-Borrowers remain in compliance with the foregoingterms and conditions hereof including, but not limited to, the Loan Parties shall deliver to the Agent negative covenant set forth in Section 7.11 hereof and the Lendersrestrictions on Permitted Investments in non-credit party Subsidiaries set forth herein, then Co-Borrower shall be required to pledge only sixty-five percent (65%) of the direct or beneficial ownership interest of such new Foreign Subsidiary to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 6.11 and the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall, unless otherwise directed by Bank in writing, (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryto become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to Permitted Liens (which may only have superior priority to Bank’s Lien as expressly permitted herein)) whether in and to the assets of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionSubsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent and the LendersBank; provided, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new Foreign Subsidiary formed or acquired after the Effective Date, in the event that signs Borrower and delivers Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower Joinder Agreement by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or Guarantor Joinder Agreement other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have an adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in order up to comply with their ongoing obligations under applicable “know your customer” sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary, and anti-money laundering rules (c) provide to Bank all other documentation in form and regulationssubstance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the USA PATRIOT ACTexecution and delivery of the applicable documentation referred to above. Any document, the USA FREEDOM Actagreement, an IRS Form W-9 or other applicable tax formsinstrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a that Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall, at Bank’s request with respect to any Foreign Subsidiary (subject to the provisions set forth below), and in any event with respect to any Domestic Subsidiary (a) cause such new Subsidiary that signs to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and delivers substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document. Notwithstanding the foregoing, (i) with respect to any Foreign Subsidiary formed or acquired by Borrower, and any such Foreign Subsidiary has total asset with a book value of less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then such Foreign Subsidiary shall not be required to become a party to the Loan Documents as a “Borrower” or “Guarantor” hereunder, and Borrower Joinder Agreement shall, at Bank’s request, grant and pledge to Bank a perfected security interest in up to sixty-six percent (66%) of the voting stock, units or Guarantor Joinder Agreement in order other evidence of ownership of such Foreign Subsidiary and one hundred percent (100%) of all other non-voting stock, units or other evidence of ownership of such Foreign Subsidiary; (ii) Borrower shall not be required to cause any of the Irish Subsidiary, the UK Subsidiary and/or the Canadian Subsidiary to comply with their ongoing obligations under applicable “know your customer” this Section 6.13 until requested by Bank, in its good faith business discretion; and anti-money laundering rules and regulations(iii) Borrower shall not be required to cause TTAGG, including the USA PATRIOT ACTInc., the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsa Delaware corporation to comply with this Section 6.13.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting (a) Upon the negative covenants contained in Section 7.6 hereof, formation or acquisition by any Loan Party of any direct wholly-owned or majority-owned Subsidiary (including any Foreign Subsidiary) after the Loan Parties will cause each of their Subsidiaries Closing Date (other than or at any time an Excluded Subsidiary so long as such Subsidiary remains is no longer an Excluded Subsidiary) whether newly formed), after acquired or otherwise existing to promptly (and in any event within thirty (30) days after of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), the Loan Parties, unless such Subsidiary is an Excluded Subsidiary, shall (a) cause such new wholly-owned or majority-owned Subsidiary to execute and deliver to Agent a Guaranty in form and substance reasonably satisfactory to Agent, (b) cause such new wholly-owned or majority owned Subsidiary (other than Excluded Subsidiaries) to execute and deliver to Agent a joinder to the Security Agreement in the form contemplated thereby, together with such other security documents, as well as appropriate financing statements (and with respect to all owned Real Property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Priority Liens) in and to the applicable assets of such newly formed or acquired wholly-owned Subsidiary (other than Excluded Subsidiaries)) which Lien is granted by such new wholly-owned Subsidiary in favor of Agent, on behalf of the Lender Group, under any of the Loan Documents (excluding all Excluded Assets), (c) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice addendum to the Security Agreement) and appropriate certificates and powers or financing statements, as applicable pledging all of the direct or beneficial ownership interest in such new wholly-owned or majority-owned Subsidiary, each in form and substance reasonably satisfactory to Agent and the Lenders not less than ten (10d) days prior provide to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion)Agent all other customary documentation. Any document, agreement, or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor instrument executed or Borrower to the extent applicable, substantially the same documentation required issued pursuant to Sections 3.1(b) – (e)this Section 5.11, and 6.12 and such other documents Section 5.12 or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers Section 5.13 shall constitute a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof and subject to the post-closing period set forth in Section 7.6 hereof6.15 with respect to any Subsidiary of Parent that is located outside the United States of America, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period later date as reasonably agreed by Agent) of time as agreed the date on which Borrower or any Guarantor (i) forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division, but for the avoidance of doubt, not for a Subsidiary that the Borrower designates by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give written notice to the Agent as an Immaterial Subsidiary) or (ii) informs the Agent that an Immaterial Subsidiary shall no longer be designated an Immaterial Subsidiary, Borrower and such Guarantor shall (a) cause such Subsidiary to provide to Agent a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements (to the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to extent required by the Required Lenders in their reasonable discretionSection 6.8(c)), in each case, as applicable, all in form and substance satisfactory to Agent, in its good faith business judgment (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed, acquired or acquiring designated Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the Equity Interests of any other Person that results direct or beneficial ownership interest in such Person becoming a Subsidiary. In connection with the foregoingSubsidiary in form and substance reasonably satisfactory to Agent; and (c) provide to Agent all other documentation in form and substance reasonably satisfactory to Agent in its good faith business judgment, the Loan Parties shall deliver including one or more opinions of counsel reasonably satisfactory to the Agent and the LendersAgent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above, in each new case, as reasonably requested in writing by Agent (provided that no opinion shall be requested or required from Borrower, any Guarantor or Borrower any of their respective Subsidiaries in any jurisdiction where it is not customary for a borrower’s or guarantor’s counsel to the extent applicableprovide such an opinion). Any document, substantially the same documentation required agreement, or instrument executed or issued pursuant to Sections 3.1(b) – this Section 6.13 (e), and 6.12 and such other documents or agreements as than any of the Agent or any Lender may reasonably request with respect to any new Subsidiary foregoing that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsare not executed by the Borrower, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsany financing statement) shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will cause each of their Subsidiaries time that Borrower or any Guarantor forms any direct or indirect Subsidiary (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Immaterial Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in acquires any event within thirty (30) days after such Subsidiary is formed direct or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a indirect Subsidiary (or such shorter period of time as agreed other than an Immaterial Subsidiary) after the Effective Date (including, without limitation, pursuant to by the Required Lenders in their reasonable discretiona Division), or acquiring if any Immaterial Subsidiary no longer qualifies as such, Borrower and such Guarantor shall (a) cause such Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Equity Interests assets of any other Person that results such Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance reasonably satisfactory to the Agent and the LendersBank; provided, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new such Subsidiary that signs is a Foreign Subsidiary, in the event that Borrower and delivers Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower Joinder Agreement by such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or Guarantor Joinder Agreement other evidence of ownership of such Foreign Subsidiary, would reasonably be expected to have a material adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in order up to comply with their ongoing obligations under applicable “know your customer” sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary; and anti-money laundering rules (c) provide to Bank all other documentation in form and regulationssubstance reasonably satisfactory to Bank, including one or more opinions of counsel reasonably satisfactory to Bank, which in its opinion is appropriate with respect to the USA PATRIOT ACTexecution and delivery of the applicable documentation referred to above. Any document, the USA FREEDOM Actagreement, an IRS Form W-9 or other applicable tax formsinstrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries Closing Date forms or acquires a Subsidiary (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed(including by division), after acquired or otherwise existing to as promptly (and as practicable but in any no event within thirty (30) days after such Subsidiary is formed or acquired later than [**] (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time as agreed clause (d) below, Borrower will cause such Subsidiary to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement in the form attached thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) Borrower will deliver to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of such Operating Documents are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation or acquisition of such Subsidiary; and (d) Borrower will cause such Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. Borrower, substantially Lenders and the same documentation required Collateral Agent hereby agree that any such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, (i) at any time that Ultimate Parent or any of its Domestic Subsidiaries forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary, in each case, other than an Immaterial Subsidiary, after the Effective Date, the Credit Parties shall, (a) cause such new Domestic Subsidiary to provide to Bank a joinder to the Loan Parties will Documents to cause each of their Subsidiaries (other than any Excluded such Domestic Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor Credit Party hereunder by way of execution of or a Guarantor Joinder Agreement or become a of the obligations of Borrower hereunder (as determined by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Bank in their its reasonable discretion), together with such appropriate documents, all in form and substance reasonably satisfactory to Bank, necessary to grant Bank a first priority Lien (subject to Permitted Liens) in and to any Collateral of such newly formed or acquiring acquired Domestic Subsidiary, (b) provide to Bank such amendment(s) to the Equity Interests Loan Documents to cause the pledge of 100% of the capital stock of such Domestic Subsidiary as Collateral and deliver to Bank appropriate an stock certificates, stock powers, and financing statements pledging 100% of the capital stock of such Domestic Subsidiary and (c) provide to Bank, in form and substance reasonably satisfactory to Bank, any officers’ certificates, resolutions and financing statements and, if requested by Bank, opinions of counsel reasonably satisfactory to Bank, which in Bank’s opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above and (ii) at any time that Ultimate Parent or any of its Domestic Subsidiaries forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary, in each case, other Person that results than an Immaterial Subsidiary, after the Effective Date, the Credit Parties shall, provide to Bank such amendment(s) to the Loan Documents to cause the pledge of 66% of the voting capital stock of such Foreign Subsidiary owned by Ultimate Parent or a Domestic Subsidiary of Ultimate Parent, in each case, other than an Immaterial Subsidiary, as Collateral and deliver to Bank appropriate stock certificates and stock powers (if certificated), and financing statements pledging 66% of the voting capital stock of such Person becoming a Foreign Subsidiary. In connection with Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. Notwithstanding the foregoing, in the Loan event that the Credit Parties make an Investment in any Non-Wholly-Owned Subsidiary, the Credit Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation not be required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and antithe provisions of this Section 6.12; provided, however, that at no time shall the aggregate amount of all such Investments in Non-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsWholly-Owned Subsidiaries exceed Ten Million Dollars ($10,000,000).

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will cause each of their Subsidiaries time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formedincluding, after acquired or otherwise existing without limitation, pursuant to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionDivision), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoingBorrower shall, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably at Bank’s request with respect to any Foreign Subsidiary (subject to the provisions set forth below), and in any event with respect to any Domestic Subsidiary (a) cause such new Subsidiary that signs to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and delivers substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document. Notwithstanding the foregoing, (i) with respect to any Foreign Subsidiary formed or acquired by Borrower, and any such Foreign Subsidiary has total asset with a book value of less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then such Foreign Subsidiary shall not be required to become a party to the Loan Documents as a “Borrower” or “Guarantor” hereunder, and Borrower Joinder Agreement shall, at Bank’s request, grant and pledge to Bank a perfected security interest in up to sixty-six percent (66%) of the voting stock, units or Guarantor Joinder Agreement in order other evidence of ownership of such Foreign Subsidiary and one hundred percent (100%) of all other non-voting stock, units or other evidence of ownership of such Foreign Subsidiary; (ii) Borrower shall not be required to cause any of the Irish Subsidiary, the UK Subsidiary and/or the Canadian Subsidiary to comply with their ongoing obligations under applicable “know your customer” this Section 6.13 until requested by Bank, in its good faith business discretion; and anti-money laundering rules and regulations(iii) Borrower shall not be required to cause TTAGG, including the USA PATRIOT ACTInc., the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsa Delaware corporation to comply with this Section 6.13.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereofClosing Date incorporates, the Loan Parties will cause each of their Subsidiaries organizes, forms or acquires (including by a Stock Acquisition) a Subsidiary (including by division), including any Intercompany Reorganization Subsidiary, other than any an Excluded Subsidiary so long as (a “New Subsidiary”) or if any Credit Party makes an Asset Acquisition (including pursuant to the Intercompany Reorganization), such Subsidiary remains Credit Party shall (x) notify the Collateral Agent in writing no later than five (5) days prior to such incorporation, organization, formation or acquisition or Asset Acquisition (to the extent such incorporation, organization, formation or acquisition or Asset Acquisition will result in an entity becoming a Credit Party under the terms hereof) or the election of an Excluded SubsidiarySubsidiary to become a Credit Party, and (y) whether newly formed, after acquired or otherwise existing to as promptly (and as practicable but in any no event within later than thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed Collateral Agent may agree in its sole discretion) after such incorporation, organization, formation or acquisition or Asset Acquisition or if an Excluded Subsidiary elects to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way Credit Party: (a) without limiting the generality of execution of a Guarantor Joinder Agreement clause (c) below, such Credit Party or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithExcluded Subsidiary, the Loan Parties shall give notice as applicable, will cause such New Subsidiary, Credit Party or Excluded Subsidiary, as applicable, to the Agent extent required or applicable to execute and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto), a joinder to the Intercompany Subordination Agreement and any relevant IP Agreement or other Collateral Documents, as applicable; (b) such Credit Party or Excluded Subsidiary, as applicable, will deliver (or cause to be delivered) to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such New Subsidiary or Excluded Subsidiary, as applicable, (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such New Subsidiary or Excluded Subsidiary, as applicable, are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such New Subsidiary or Excluded Subsidiary, as applicable, certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation (where applicable in the subject jurisdiction); and (c) such Credit Party or Excluded Subsidiary, as applicable, will cause such New Subsidiary or Excluded Subsidiary, as applicable, to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicable to such New Subsidiary or Excluded Subsidiary, as applicable. The parties hereto agree that any New Subsidiary or Excluded Subsidiary, as applicable, substantially shall constitute a Credit Party for all purposes hereunder as of the same documentation required date of the execution and delivery of any joinder contemplated by clause (a) above or the date such New Subsidiary or Excluded Subsidiary, as applicable, provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or any of its Subsidiaries at any time after the negative covenants contained Closing Date forms or acquires a Subsidiary, including by division (and, for the avoidance of doubt, Acquisition Target), as promptly as practicable but in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other no event later than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time as agreed to by the Required Lenders in their reasonable discretion)clause (d) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a below, Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a will cause such Subsidiary (or such shorter period of time as agreed other than an Excluded Subsidiary) to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall execute and deliver to the Collateral Agent a joinder to the Security Agreement in the form attached thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) Borrower will deliver to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent an update to the Perfection Certificate reflecting the formation or acquisition of such Subsidiary (other than an Excluded Subsidiary); and (d) Borrower will cause such Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. Borrower, substantially Lenders and the same documentation required Collateral Agent hereby agree that any such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereofSections 6.3 and 6.7, at the Loan Parties will time that any Borrower forms any Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division) or any Dormant Subsidiary of any Borrower commences operations after the Effective Date, such Borrower shall (a) cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing if a Domestic Subsidiary, to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed provide to by the Required Lenders in their reasonable discretion)) Bank a joinder to this Agreement to become a Guarantor co-borrower hereunder without any need to amend this Agreement by way any party hereto, together with documentation and subject to conditions set forth in the joinder, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of execution such Domestic Subsidiary), (b) pledge to Bank all of the direct or beneficial ownership interest in such Subsidiary, in form and substance reasonably satisfactory to Bank; provided, that with respect to the pledge by any Borrower of a Guarantor Joinder Agreement perfected security interest in the stock, units or other evidence of ownership of each Foreign Subsidiary, such Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.14 shall be a Loan Document. Any Domestic Subsidiary that is not a wholly-owned Subsidiary shall not be required to become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicableits organizational documents or other binding agreements prohibit or restrict (including by any requirement to obtain governmental or regulatory authority or third party consent, substantially approval, license or authorization) such Subsidiary from becoming a Borrower hereunder at the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 time it becomes a Subsidiary and such other documents prohibition or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement restriction was not entered in order to comply with their ongoing contemplation of avoiding such Subsidiary’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.hereunder. 5.15 [Reserved]. 5.16

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 herein (including Sections 6(b)(iii) and 6(b)(vi) hereof), at the Loan Parties will cause each of their Subsidiaries time that the CompanyParent or any Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date: (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiarya) whether newly formedpromptly, after acquired or otherwise existing to promptly (and in any event within thirty five (305) days after Business Days of such formation or acquisition, provide written notice to Agent and the Holders together with certified copies of the Operating Documents for such Subsidiary is (such notice a “New Subsidiary Notice”), and (b) promptly, and in any event within 15 days of such formation or creation: (1) take all such action as may be reasonably required by Agent to (x) cause each such new Subsidiary (other than Prohibited Subsidiary (as defined under the Senior Loan Agreement)) to provide to Agent a joinder to this Agreement pursuant to which such Subsidiary becomes a Guarantor hereunder, and (y) grant a continuing pledge and security interest in and to the property of such Subsidiary constituting Collateral (substantially as described on Annex I), in each case together with such appropriate financing statements, Account Control Agreements (to the extent required and subject to the Intercreditor Agreement) and other documents, instruments and agreements reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent, for the benefit of the Holders, a second priority Lien (subject to Permitted Liens) in and to the property constituting Collateral of such newly formed or acquired Subsidiary), (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)2) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice subject to the Intercreditor Agreement, provide to Agent appropriate certificates and powers and financing statements, pledging all of the Lenders not less than ten (10) days prior to creating a Subsidiary (direct or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the beneficial Equity Interests of any other Person that results in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent, and (3) provide to Agent all other documentation in form and the Lenderssubstance satisfactory to Agent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(bthis Section 5(a)(ix) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.Note Document. ​

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall (a) with respect to Domestic Subsidiaries only, cause each of their Subsidiaries (other than any Excluded such new Domestic Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed provide to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Collateral Agent and the Lenders not less than ten a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co‑borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Collateral Agent and the Lenders (10including being sufficient to grant Collateral Agent, for the ratable benefit of the Lenders, a first priority Lien (subject to Permitted Liens) days prior in and to creating a Subsidiary (the assets of such newly formed or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionacquired Domestic Subsidiary), (b) provide to Collateral Agent and the Lenders appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a Subsidiary. In connection with new Subsidiary to Collateral Agent, for the foregoingratable benefit of the Lenders, the Loan Parties shall deliver in form and substance satisfactory to the Collateral Agent and the Lenders, and (c) provide to Collateral Agent or the Lenders all other documentation in form and substance reasonably satisfactory to Collateral Agent and the Lenders, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after of the date that Borrower or any Loan Party or any Affiliate thereof forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary, Borrower shall (a) cause such new Subsidiary is to provide to Agent a Joinder Agreement, together with such other Loan Documents, all in form and substance satisfactory to Required Lenders (including being sufficient to grant Agent, for itself and for the benefit of Lenders, a first priority Lien (subject to Permitted Liens described in sub-sections (b), (c), (g), (h) and (m) of the definition of Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice new Subsidiary (to the Agent and extent the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionsame constitutes Collateral), or acquiring the Equity Interests of any in form and substance satisfactory to Agent, and (c) provide to Agent all other Person documentation in form and substance satisfactory to Agent that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor or Borrower the execution and delivery of the applicable documentation referred to the extent applicableabove, substantially the same including all documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the information which Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.. Notwithstanding the foregoing, if Borrower can demonstrate to Required Lenders’ satisfaction, determined in their good faith business judgment, that requiring a Foreign Subsidiary to sign a Joinder Agreement or that pledging in excess of sixty-five percent (65%) of the capital stock of a Foreign Subsidiary would cause an adverse tax consequence for any Loan Party or such Foreign Subsidiary, would be in contravention of applicable law, then such Foreign Subsidiary shall not be required to sign a Joinder Agreement and Borrower or such Loan Party shall be required to pledge only sixty-five percent (65%) of the stock of such Foreign Subsidiary. Loan and Security Agreement – Tempo Automation, Inc.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary is to become a co-borrower or Guarantor hereunder (to be determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such longer period new Subsidiary (or, if such new Subsidiary is a Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of time the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any such Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, but only if pledging greater than sixty-five percent (65%) of such stock of such Foreign Subsidiary would result in a material net increase in tax liability for Borrower and such Foreign Subsidiary taken as agreed a whole (taking into account (i) any applicable offsets related to by credits for the Required Lenders underlying foreign income taxes in their the case of additional US income taxes required to be paid as a result of a deemed dividend and (ii) the application of net operating loss carry forwards, if any)), in form and substance satisfactory to Bank in its reasonable discretion), and (c) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice provide to the Agent Bank all other documentation in form and the Lenders not less than ten (10) days prior substance satisfactory to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Bank in their its reasonable discretion), or acquiring the Equity Interests of any other Person that results which in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If any Credit Party or any of its Subsidiaries at any time after the negative covenants contained Effective Date incorporates, organizes, forms or acquires (including by Stock Acquisition) a Subsidiary, including by division (and, for the avoidance of doubt, Tranche B Acquisition Target), such Credit Party shall (x) notify the Collateral Agent in Section 7.6 hereofwriting promptly, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any no event within later than five (5) Business Days following such incorporation, organization, formation or acquisition, as applicable, and (y) as promptly as practicable but in no event later than thirty (30) days after such Subsidiary is formed incorporation, organization, formation or acquired acquisition: (or a) without limiting the generality of clause (c) below, such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Credit Party will cause such Subsidiary (or such shorter period of time as agreed other than an Excluded Subsidiary) to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall execute and deliver to the Collateral Agent a joinder to the Security Agreement (in the form attached thereto), any relevant IP Agreement or other Collateral Documents, as applicable, and such other Collateral Documents or other documents as the LendersCollateral Agent may reasonably request; (b) such Credit Party will deliver to the Collateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof, if any) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent an update to the Perfection Certificate reflecting such incorporation, organization, formation or acquisition; and (d) such Credit Party will cause such Subsidiary (other than an Excluded Subsidiary) to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. The parties hereto hereby agree that any such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of any joinder contemplated by clause (a) above or the date such Subsidiary provides any guarantee of the Obligations as contemplated by Section 5.12. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), this Section 5.13 shall be a Loan Document for all purposes under this Agreement and 6.12 and such the other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Documents.

Formation or Acquisition of Subsidiaries. Notwithstanding Excluding the Non-Operating Subsidiary, at the time that Borrower or any Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryshall (a) whether newly formed, after acquired or otherwise existing cause such new Subsidiary which is a Domestic Subsidiary to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed provide to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Collateral Agent and the Lenders not less than ten a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Collateral Agent and the Lenders (10including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) days prior in and to creating a Subsidiary (the assets of such newly formed or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionacquired Subsidiary), (b) provide to Collateral Agent and the Lenders appropriate certificates and powers and financing statements, pledging all (or, with respect to any Foreign Subsidiary, not more than sixty five percent (65%)) of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Collateral Agent and the Lenders, and (c) provide to Collateral Agent and the Lenders all other documentation in form and substance satisfactory to Collateral Agent and the Lenders, including one or more opinions of counsel satisfactory to Collateral Agent and the Lenders, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above; and provided that Collateral Agent and the Lenders reserve the right reasonably to require any Subsidiary to become a secured guarantor hereunder, and execute documentation in connection therewith in form and substance satisfactory to Collateral Agent and the Lenders. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.10 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 6.3 and 6.7 hereof, at the Loan Parties will cause each of their Subsidiaries time that Borrower or any Guarantor forms any Subsidiary (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Immaterial Subsidiary) whether newly formedor acquires any Subsidiary (other than an Immaterial Subsidiary) after the Effective Date (including, after acquired without limitation, pursuant to a Division), Borrower and such Guarantor shall if requested by Bank, (a) cause such new Subsidiary (including, for the avoidance of doubt, any Subsidiary which fails to maintain the criteria set forth in the definition of Immaterial Subsidiary) to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or otherwise existing a guaranty to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder (as determined by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Bank in their reasonable its sole discretion), together with documentation, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral of such newly formed or acquiring acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the Equity Interests direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank; provided, however, if Borrower can demonstrate to Bank’s satisfaction, determined in its commercially reasonable discretion, that pledging in excess of sixty-five percent (65%) of the capital stock of any Foreign Subsidiary would cause an adverse tax consequence for Borrower or such new Foreign Subsidiary, then Borrower shall be required to pledge only sixty-five percent (65%) of the stock of such newly created Foreign Subsidiary; and (c) provide to Bank all other Person that results documentation reasonably requested by Bank in such Person becoming a Subsidiary. In connection with the foregoingform and substance reasonably satisfactory to Bank, the Loan Parties shall deliver including one or more opinions of counsel satisfactory to the Agent and the LendersBank, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e)this Section 5.14 shall be a Loan Document. For the avoidance of doubt, and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect foregoing provisions of this Section shall not apply to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement of Borrower’s existing Subsidiaries in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including existence as of the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsdate hereof.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that (i) Borrower or Subsidiary Guarantor forms any direct or indirect Material Subsidiary or acquires any direct or indirect Material Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), or (ii) any existing Subsidiary of Borrower becomes a Material Subsidiary, Borrower and Subsidiary Guarantor shall (a) cause such Material Subsidiary to either (I) provide to Lenders a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, or (II) guarantee the Obligations of Borrower under the Loan Parties will cause Documents and, in each case, grant a continuing pledge and security interest in and to the assets of their Subsidiaries such Subsidiary (substantially as described on Exhibit A hereto), all in form and substance satisfactory to Agent and Lenders (including being sufficient to grant Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Material Subsidiary), (b) provide to Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Material Subsidiary, in form and substance satisfactory to Agent and Lenders; and (c) provide to Lenders all other than any Excluded documentation in form and substance satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Lenders, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided, however, that no Foreign Subsidiary shall be required to become a co-borrower or Guarantor hereunder so long as the Borrower is in compliance with Section 7.11 hereof; provided, however, that the terms of this Section 6.11 shall not apply to any joint venture or teaming partnership formed with any strategic partner, customer, or potential acquirer of the Borrower or any of its Subsidiaries, so long as (x) the primary purpose of such Subsidiary remains an Excluded Subsidiaryjoint venture or teaming partnership is for a bona fide business purpose related to the operations of Borrower or its Subsidiaries and not to circumvent the requirements of this Section 6.11, (y) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give provides written notice to the Agent and to each Lender concurrently of the Lenders not less than formation of such joint venture or teaming partnership within ten (10) days prior to creating Business Days thereof, including a Subsidiary description of its purpose and material terms, and (z) if such joint venture or teaming partnership would otherwise qualify as a Material Subsidiary, Borrower shall provide Agent with periodic updates on the status and operations of such shorter period of time joint venture or teaming partnership as agreed to reasonably requested by the Required Lenders in their reasonable discretion)Agent. Any document, agreement, or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor instrument executed or Borrower to the extent applicable, substantially the same documentation required issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.11 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period later date agreed by Agent in writing) of time as agreed the date that a Loan Party or any Subsidiary thereof forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (in each case other than an Excluded Subsidiary), Borrowers shall (a) cause such new Subsidiary to by the Required Lenders in their reasonable discretion)) become provide to Agent a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the together with such other Loan Parties shall give notice Documents substantially consistent with those previously delivered by Borrowers to the Agent and the Lenders not less than ten and otherwise in form and substance reasonably satisfactory to Agent (10) days prior including being sufficient to creating grant Agent, for itself and for the benefit of Lenders, a first priority Lien in and to the assets of such newly formed or acquired Subsidiary (or such shorter period of time as agreed subject to by the Required Lenders in their reasonable discretionPermitted Liens)), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver new Subsidiary (to the extent the same constitutes Collateral), substantially consistent with those previously delivered by Borrowers to Agent and the LendersLenders and otherwise in form and substance reasonably satisfactory to Agent, (c) cause such Subsidiary and each financial institution or bank holding any Deposit Accounts or Securities Accounts in the name of such new Subsidiary to execute and deliver Control Agreements with respect to each new Guarantor any Deposit Accounts or Borrower Securities Accounts held in the name of any such Subsidiary to the extent applicable, substantially the same documentation such Control Agreements would be required pursuant to Sections 3.1(bSection 7.11 of this Agreement and (d) – (e)provide to Agent all other documentation in form and substance reasonably satisfactory to Agent that in its opinion is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above, including all documentation and 6.12 and such other documents or agreements as the information which Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Subject to the negative covenants contained limitations in Section 7.6 hereof5.14(b), if Borrower or any of its Subsidiaries at any time after the Loan Parties Tranche A Closing Date forms or acquires a Subsidiary, concurrently therewith, Borrower will cause each of their Subsidiaries (other than any Excluded Subsidiary so long notify Lender in writing regarding such formation or acquisition and, as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (as practicable and in any no event within later than thirty (30) days after such formation or acquisition: (a) if such Subsidiary is formed a Domestic Subsidiary that is not an Excluded Subsidiary or acquired a CFC Holding Company, (or i) Borrower will cause such longer period of time as agreed Subsidiary to by execute and deliver to Lender a joinder to the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Security Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewithand, if applicable, the Loan Parties shall give notice to the Agent IP Agreements and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results relevant Collateral Document, (ii) without limiting clause (a)(i) above, such Subsidiary will, and Borrower will cause such Subsidiary to, satisfy all conditions and requirements contained in such Person becoming a Subsidiary. In connection with this Agreement (including Section 5.14) and each other Loan Document (including the foregoing, the Loan Parties shall deliver to the Agent Security Agreement) if and the Lenders, with respect to each new Guarantor or Borrower to the extent applicableapplicable to such Subsidiary, substantially (iii) Borrower will deliver a certificate executed by a Responsible Officer of Borrower or such Subsidiary that all such conditions and requirements have been satisfied (such certificate to be in form and substance reasonably satisfactory to Lender) and (iv) such Subsidiary shall constitute a Guarantor and a Credit Party for all purposes hereunder as of the same documentation required date of formation or acquisition of such Subsidiary; (b) Borrower will deliver to Lender (i) true, correct and complete copies of the Operating Documents of such Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of such Operating Documents are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to Lender) and (iii) a good standing certificate (or equivalent certification if available in the case of a Subsidiary that is incorporated or organized under the laws of a jurisdiction other than the United States) for such Subsidiary, certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of incorporation or organization; and (c) Borrower will deliver to Lender a Perfection Certificate, updated to reflect the formation or acquisition of such Subsidiary. Any document or Contract executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.15 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 6.11 and the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall, unless otherwise directed by Bank in writing, (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Parties will Agreement to cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryto become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to Permitted Liens (which may only have superior priority to Bank’s Lien as expressly permitted herein)) whether in and to the assets of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionSubsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent and the LendersBank; provided, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request that with respect to any new Foreign Subsidiary formed or acquired after the Effective Date, in the event that signs (i) the grant of a continuing pledge and delivers security interest in and to the assets of any such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have an adverse tax effect on the Borrower, then the Borrower Joinder Agreement shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or Guarantor Joinder Agreement other evidence of ownership of such Foreign Subsidiary, and (c) provide to Bank all other documentation in order form and substance satisfactory to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsBank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the USA PATRIOT ACTexecution and delivery of the applicable documentation referred to above. Any document, the USA FREEDOM Actagreement, an IRS Form W-9 or other applicable tax formsinstrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b4.01(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the time that any Loan Parties will cause each of their Subsidiaries (other than Party forms any Excluded direct or indirect Subsidiary so long as or acquires any direct or indirect Subsidiary after the Effective Date, such Subsidiary remains an Excluded Subsidiary) whether newly formedLoan Party shall, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior after the formation or acquisition thereof, (a) cause such new Subsidiary to creating provide to Agent a joinder to this Agreement to cause such Subsidiary to become a Borrower or a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionacquired Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary, in form and substance reasonably satisfactory to Agent, and (c) provide to Agent such other agreements, instruments, opinions, approvals or other documents (in form and substance reasonably satisfactory to Agent) reasonably requested by Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by this Agreement or any Loan Document or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations. In connection with Notwithstanding the foregoing, neither the Loan Parties Exchange nor any other insurance company shall deliver be required to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers become a Borrower Joinder Agreement or Guarantor Joinder Agreement hereunder, and, as such, shall not be required to deliver the documents required in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsthis Section 6.9.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will cause each of their Subsidiaries time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall, at Bank’s request with respect to any Foreign Subsidiary (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formedsubject to the provisions set forth below), after acquired or otherwise existing to promptly (and in any event within with respect to any Domestic Subsidiary (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document. Notwithstanding the foregoing, (i) with respect to any Foreign Subsidiary formed or acquired by Borrower, and any such Foreign Subsidiary has total asset with a book value of less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then such Foreign Subsidiary shall not be required to become a party to the Loan Documents as a “Borrower” or “Guarantor” hereunder, and Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-six percent (66%) of the voting stock, units or other evidence of ownership of such Foreign Subsidiary and one hundred percent (100%) of all other non-voting stock, units or other evidence of ownership of such Foreign Subsidiary; (ii) Borrower shall not be required to cause the Irish Subsidiary to comply with this Section 6.13 until requested by Bank, in its good faith business discretion; and (iii) no later than thirty (30) days after the Closing (as such Subsidiary term is formed or acquired defined in the Simply Measured Acquisition Agreement) of the Simply Measured Acquisition (or such longer period of time later date as agreed to by the Required Lenders Bank shall determine, in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable its sole discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming Borrower shall cause Simply Measured to execute a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent Joinder and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to otherwise comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsthis Section 6.13.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, around the Loan Parties will cause each of their Subsidiaries time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, upon Bank’s request in its good faith business discretion (other than any Excluded Subsidiary so long as including, without limitation, pursuant to a Division), Borrower and such Subsidiary remains an Excluded SubsidiaryGuarantor shall (a) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after unless such new Subsidiary is a Foreign Subsidiary, cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or Secured Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements covering Collateral of such new entity, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the Collateral of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank (or if such longer period new Subsidiary is a Foreign Subsidiary, not more than sixty-five percent (65%) of time as agreed to the presently existing and hereafter arising issued and outstanding shares of capital stock owned by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any such Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other Person that results matter); and (c) provide to Bank all other documentation in such Person becoming a Subsidiary. In connection with the foregoingform and substance reasonably satisfactory to Bank, the Loan Parties shall deliver to the Agent which in its opinion reasonable and the Lenders, is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Upon the negative covenants contained in Section 7.6 hereof, the formation or acquisition by any Loan Parties will cause each Party of their Subsidiaries (other than any Subsidiary that is not an Excluded Subsidiary so long as such after the Closing Date (or when a prior Excluded Subsidiary remains ceases to constitute an Excluded Subsidiary) whether newly formedSubsidiary hereunder), after acquired or otherwise existing to promptly (and in any event within thirty (30) days after of such formation or the consummation of such acquisition (or within thirty (30) days of the date such prior Excluded Subsidiary is formed or acquired ceases to constitute an Excluded Subsidiary hereunder) (or such longer period of time later date as agreed to permitted by the Required Lenders Agent in their reasonable its sole discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice (a) cause such Subsidiary to execute and deliver to Agent an Acquired Financed Loan Party Guaranty and Security Agreement or an Acquired Non-Financed Party Guaranty and Security Agreement, as applicable, in each case in form and substance reasonably satisfactory to Agent, together with such other security documents, as well as appropriate financing statements all in form and substance reasonably satisfactory to Agent (including being sufficient to grant an Agent Lien (subject to Permitted Liens and with the priority called for by this Agreement) in and to the applicable assets of such Subsidiary) which Lien is granted by such Subsidiary in favor of Agent, on behalf of the Lender Group, under any of the Loan Documents, (b) provide, or cause the applicable Loan Party to provide, to Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary pledge agreement (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, as applicable pledging all of the direct or beneficial ownership interest in each Subsidiary that is an Acquired Financed Loan Party, each in form and substance reasonably satisfactory to Agent, and (c) provide to Agent and all other customary documentation, including, to the Lendersextent reasonably requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent which in its reasonable opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e)this Section 6.11, and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers Section 6.13 shall constitute a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.Loan Document 6.12

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or other Credit Party at any time after the negative covenants contained Effective Date forms or acquires a Subsidiary, concurrently therewith, Borrower will notify the Collateral Agent in writing in accordance with Section 7.6 hereof9 hereof regarding such formation or acquisition and, the Loan Parties will cause each of their Subsidiaries (other as promptly as practicable by in no event later than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such formation or acquisition: (a) if such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary that is not an Excluded Subsidiary, (or i) Borrower will cause such shorter period of time as agreed Subsidiary to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall execute and deliver to the Collateral Agent a joinder to this Agreement, the Security Agreement and, if applicable, the IP Agreements and any other relevant Collateral Document; (b) without limiting clause (a) above, such Subsidiary will, and Borrower will cause such Subsidiary to, satisfy all conditions and requirements contained in this Agreement (including Section 5.14) and each other Loan Document (including the Lenders, with respect to each new Guarantor or Borrower Security Agreement) if and to the extent applicableapplicable to such Subsidiary; (c) Borrower will deliver a certificate executed by a Responsible Officer of Borrower and such Subsidiary that all such conditions and requirements have been satisfied (such certificate to be in form and substance reasonably satisfactory to Lender); (d) Borrower will deliver to the Collateral Agent (i) true, substantially correct and complete copies of the same documentation required Operating Documents of such Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of such Operating Documents are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; and (e) Borrower will deliver to the Collateral Agent a supplement to the Perfection Certificate, reflecting the formation or acquisition of such Subsidiary. Borrower, the Collateral Agent and Lenders hereby agree that, upon satisfaction of clause (a) above, any such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the formation or acquisition of such Subsidiary. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.15 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or any of its Subsidiaries at any time after the negative covenants contained Tranche A Closing Date forms or acquires a Subsidiary (including by division), as promptly as practicable but in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries (other no event later than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time as agreed to by the Required Lenders in their reasonable discretion)clause (d) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a below, Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a will cause such Subsidiary (or such shorter period of time as agreed other than an Excluded Subsidiary) to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall execute and deliver to the Collateral Agent a joinder to the Security Agreement in the form attached thereto and any relevant IP Agreement or other Collateral Documents, as applicable; (b) Borrower will deliver to the LendersCollateral Agent (i) true, with respect correct and complete copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary), (ii) a Secretary’s Certificate, certifying that the copies of the Operating Documents of such Subsidiary (other than an Excluded Subsidiary) are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (iii) a good standing certificate for such Subsidiary (other than an Excluded Subsidiary) certified by the Secretary of State (or the equivalent thereof) of its jurisdiction of organization, incorporation or formation; (c) Borrower will deliver to the Collateral Agent a Perfection Certificate, updated to reflect the formation or acquisition of such Subsidiary (other than an Excluded Subsidiary); and (d) Borrower will cause such Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. Borrower, substantially Lenders and the same documentation required Collateral Agent hereby agree that any such Subsidiary (other than an Excluded Subsidiary) shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting If Borrower or any of its Subsidiaries at any time after the negative covenants contained in Section 7.6 hereof, the Loan Parties will cause each of their Subsidiaries Closing Date forms or acquires a Subsidiary (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed(including by division), after acquired or otherwise existing to as promptly (and as practicable but in any no event within thirty (30) days after such Subsidiary is formed or acquired later than *** (or such longer period as Lender may agree in its sole discretion) after such formation or acquisition: (a) without limiting the generality of time clause (d) below, Borrower will cause such Subsidiary to execute and deliver to Lender a joinder to the Security Agreement in the form attached thereto and any relevant IP Security Agreement or other Collateral Documents, as agreed applicable; (b) Borrower will deliver to Lender (i) true, correct and complete copies of the Operating Documents of such Subsidiary, (ii) a Secretary’s Certificate, certifying that the copies of such Operating Documents are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to Lender) and (iii) a good standing certificate for such Subsidiary certified by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way Secretary of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary State (or such shorter period the equivalent thereof) of time as agreed to by the Required Lenders in their reasonable discretion)its jurisdiction of organization, incorporation or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall formation; (c) Borrower will deliver to Lender a Perfection Certificate, updated to reflect the Agent formation or acquisition of such Subsidiary; and the Lenders, with respect (d) Borrower will cause such Subsidiary to satisfy all requirements contained in this Agreement (including Section 5.12) and each new Guarantor or Borrower other Loan Document if and to the extent applicableapplicable to such Subsidiary. Borrower and Lender hereby agree that any such Subsidiary shall constitute a Credit Party for all purposes hereunder as of the date of the execution and delivery of the joinder contemplated by clause (a) above. Any document, substantially the same documentation required agreement or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 5.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiaryx) whether newly formed, after acquired or otherwise existing to promptly within forty-five (and in any event within thirty (3045) days after the time that Borrower or any Guarantor forms any direct or indirect Subsidiary that has, immediately after such formation, assets in excess of One Million Dollars ($1,000,000) or acquires any direct or indirect Subsidiary is formed or acquired after the Effective Date that has, immediately after such acquisition, assets in excess of One Million Dollars (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)$1,000,000) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith(including, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion)without limitation, or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(ba Division) – and (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request y) with respect to any new direct or indirect Subsidiary that signs was not already made a co-Borrower or a Guarantor pursuant to the immediately foregoing clause (x) or otherwise, within forty-five (45) days after the date on which such direct or indirect Subsidiary first has assets in excess of One Million Dollars ($1,000,000), Borrower and delivers such Guarantor shall (a) cause such Subsidiary to provide to Agent a joinder to this Agreement to become a co-Borrower Joinder Agreement hereunder or a Guaranty to become a Guarantor Joinder Agreement hereunder, together with such appropriate financing statements and/or Control Agreements, all in order form and substance reasonably satisfactory to comply with their ongoing obligations under applicable “know your customer” Agent and anti-money laundering rules Lenders (including being sufficient to grant Lenders a first priority Lien (subject to Permitted Liens) in and regulationsto the assets of such newly formed or acquired Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Subsidiary, in form and substance reasonably satisfactory to Agent and Lenders; and (c) provide to Lenders all other documentation in form and substance reasonably satisfactory to Agent and Lenders, including one or more opinions of counsel reasonably satisfactory to Lenders, which in its opinion is appropriate with respect to the USA PATRIOT ACTexecution and delivery of the applicable documentation referred to above. Any document, the USA FREEDOM Actagreement, an IRS Form W-9 or other applicable tax formsinstrument executed or issued pursuant to this Section 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower or any guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such guarantor shall (a) cause each such new Subsidiary to provide to Bank a joinder to the Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionSubsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or acquiring the Equity Interests of any other Person that results beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent Bank, and the Lenders(c) provide to Bank all other documentation in form and substance satisfactory to Bank that Bank reasonably requests, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above; provided, however, that solely in the circumstance in which Borrower or any guarantor forms any direct or indirect foreign Subsidiary or acquires any direct or indirect 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 Bank 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 Bank 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 extent applicableIRC. Any document, substantially the same documentation required agreement, or instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.14 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereofSections 6.3 and 6.7, at the Loan Parties will time that any Borrower forms any Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division) or any Dormant Subsidiary of any Borrower commences operations after the Effective Date, such Borrower shall (a) cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing if a Domestic Subsidiary, to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed provide to by the Required Lenders in their reasonable discretion)) Bank a joinder to this Agreement to become a Guarantor co-borrower hereunder without any need to amend this Agreement by way any party hereto, together with documentation and subject to conditions set forth in the joinder, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of execution such Domestic Subsidiary), (b) pledge to Bank all of the direct or beneficial ownership interest in such Subsidiary, in form and substance reasonably satisfactory to Bank; provided, that with respect to the pledge by any Borrower of a Guarantor Joinder Agreement perfected security interest in the stock, units or other evidence of ownership of each Foreign Subsidiary, such Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.14 shall be a Loan Document. Any Domestic Subsidiary that is not a wholly-owned Subsidiary shall not be required to become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicableits organizational documents or other binding agreements prohibit or restrict (including by any requirement to obtain governmental or regulatory authority or third party consent, substantially approval, license or authorization) such Subsidiary from becoming a Borrower hereunder at the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 time it becomes a Subsidiary and such other documents prohibition or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement restriction was not entered in order to comply with their ongoing contemplation of avoiding such Subsidiary’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formshereunder.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, at the Loan Parties will time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause each of their Subsidiaries such new Subsidiary (other than any Excluded Subsidiary so long as such Subsidiary remains an Excluded to the extent it is a U.S. Subsidiary) whether to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such longer period of time as agreed new Subsidiary, in form and substance reasonably satisfactory to by Bank, provided, however, in the Required Lenders in their reasonable discretion)) become event that any such new Subsidiary is a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent Foreign Subsidiary and the Lenders not less than ten foregoing provisions of this paragraph would reasonably be expected to result in adverse tax consequences for Borrower, Borrower may elect instead to pledge sixty-five percent (1065%) days prior of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower in any such Foreign Subsidiary which shares entitle the holder thereof to creating a Subsidiary (vote for directors or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results matter; and (c) provide to Bank all other documentation in such Person becoming a Subsidiary. In connection with the foregoingform and substance satisfactory to Bank, the Loan Parties shall deliver including one or more opinions of counsel satisfactory to the Agent and the LendersBank, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers this Section 6.13 shall be a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax formsLoan Document.

Formation or Acquisition of Subsidiaries. (a) Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereofSections 7.3 and 7.7, at the time any Loan Parties will cause each of their Subsidiaries Party forms any direct or indirect Subsidiary forms or acquires any direct or indirect Subsidiary after the Closing Date (other than any Excluded Subsidiary so long as including, without limitation, pursuant to a Division), Borrower shall (or shall ensure that such Subsidiary remains an Excluded SubsidiaryLoan Party will) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after (a) cause such new Subsidiary is to provide to Bank (i) a joinder to this Agreement to become a Borrower or (i) a Guaranty to become a Guarantor, in each case, at Bank’s discretion, together with such appropriate documentation (including financing statements and/or Control Agreements), all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document. (b) Borrower shall not permit Foreign Subsidiaries which are not Loan Parties, in the aggregate to (i) maintain cash and other assets with an aggregate value for any single Foreign Subsidiary, in excess of two and a half percent (2.5%) of consolidated assets of Borrower and its Subsidiaries, or with respect to all such Foreign Subsidiaries, in excess of five percent (5%) of consolidated assets of Borrower and its Subsidiaries, in each case, measured as of the last day of each fiscal quarter, (ii) achieve revenue for any single Foreign Subsidiary, in excess of in excess of two and a half percent (2.5%) of consolidated assets of Borrower and its Subsidiaries, or with respect to all such Foreign Subsidiaries, in excess of five percent (5%) of consolidated assets of Borrower and its Subsidiaries, in each case, for the twelve month period then ended, or (iii) own any Intellectual Property which is material to the business of Loan Parties, without causing one or more of such Foreign Subsidiaries to enter into a joinder to this Agreement or a Guaranty as Bank may request within 30 days (or such longer other period of time as agreed to by the Required Lenders Bank may agree in their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretionwriting), or acquiring the Equity Interests of any other Person that results unless waived by Bank in such Person becoming a Subsidiarywriting. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders, with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 3.1(b) – (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.6.14

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 Sections 7.3 and 7.7 hereof, within fifteen (15) days after the Loan Parties will cause each time that Borrower or any of their its Pledged Subsidiaries (other than forms any Excluded direct or indirect Domestic Subsidiary so long as or Direct Foreign Subsidiary or acquires any direct or indirect Domestic Subsidiary or Direct Foreign Subsidiary after the Effective Date, Borrower shall notify Bank of such Subsidiary remains an Excluded Subsidiary) whether newly formedformation or acquisition and shall, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after of receipt from Bank of the applicable forms therefor, (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) become a Guarantor co-borrower hereunder by way or a Guaranty of execution the obligations of a Guarantor Joinder Agreement or become a Borrower hereunder (as determined by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Bank in their its reasonable discretion), together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquiring acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the Equity Interests of any other Person that results direct or beneficial ownership interest in such Person becoming a new Subsidiary. In connection with the foregoing, the Loan Parties shall deliver in form and substance satisfactory to the Agent Bank, and the Lenders(c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank if requested by Bank, which in its opinion is appropriate with respect to each new Guarantor the execution and delivery of the applicable documentation referred to above. Any document, agreement, or Borrower to the extent applicable, substantially the same documentation required instrument executed or issued pursuant to Sections 3.1(b) – (e), this Section 6.11 shall be a Loan Document. All dividends and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request distributions with respect to any new Subsidiary of the Pledged Interests shall be subject to the security interest granted hereunder, provided, however, that signs any such cash dividends or distributions paid to Borrower or any other Credit Party as record owner of the Pledged Interests, to the extent otherwise permitted under this Agreement to be declared and delivers a paid, may be retained by Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with their ongoing obligations under applicable “know your customer” such Credit Party so long as no Event of Default shall have occurred and anti-money laundering rules be continuing, free from any Liens hereunder. So long as no Event of Default shall have occurred and regulations, including the USA PATRIOT ACTbe continuing, the USA FREEDOM Act, an IRS Form W-9 registration of the Pledged Interests in the name of Borrower or any other applicable tax formsCredit Party (as the case may be) as record and beneficial owner shall not be changed to the name of Bank and Borrower or such Credit Party shall be entitled to exercise all voting and other rights and powers pertaining to the Pledged Interests for all purposes not inconsistent with the terms of this Agreement.