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 Sections 7.3 and 7.7 hereof, promptly 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 and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, (a) cause any such new Domestic 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 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 6.2 and 7.7 6.6 hereof, promptly following in the date that event Borrower or any Guarantor forms any direct or indirect Subsidiary creates or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, upon Bankprior to the creation or acquisition of such new Domestic Subsidiary, promptly notify the Lender thereof and, at the Lender’s request request, in its sole but reasonable discretion, take all such action as may be reasonably required by the Lender to (a) cause any each such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to to, in the Lender’s sole discretion, become a Coco-Borrower hereunder borrower or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreementscontrol agreements, all in form and substance reasonably satisfactory to Bank the Lender (including being sufficient to grant Bank the 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 Bank the Lender appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance reasonably satisfactory to the Lender; provided, that with respect to any Foreign Subsidiary, Borrower shall only be required to grant and pledge to the Lender a perfected security interest in up to sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank the Lender all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionthe Lender, including one or more opinions of counsel reasonably satisfactory to Bankthe Lender, which in its reasonable 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 5.9 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Closing Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretionshall within ten (10) Business Days after such formation or acquisitions, (a) except in the case of a new Subsidiary that is a FSHCO, CFC or First Tier Foreign Subsidiary, cause any such new Domestic 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 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, in form and substance reasonably satisfactory to Bank, pledging (i) in the case of a new Domestic Subsidiary, all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and or (ii) sixty-five percent (in the case of a new Subsidiary that is a FSHCO, CFC or First Tier Foreign Subsidiary, no more than 65%) % of the beneficial ownership interest issued and outstanding equity interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) and 100% of the issued and outstanding equity interests not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) in the case of the formation or acquisition of a Domestic Subsidiary, cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (b) subject to the last sentence of this Section 6.12, provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 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 (100%) of outstanding non-voting equity interests of each Foreign Subsidiary directly owned by a Borrower or Subsidiary, in each instance, to Bank to secure the Obligations, promptly after formation or acquisition of such Foreign Subsidiary.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request if requested by Bank in its sole but reasonable discretion, discretion (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty cause such Subsidiary to become a Guarantor hereunderco-borrower hereunder or Guarantor, 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary (or if such new Subsidiary is a Foreign Subsidiary, and (ii) not more than sixty-five percent (65%) of the beneficial ownership interest in presently existing and hereafter arising issued and outstanding shares of equity interests owned by Borrower of any such new Foreign SubsidiarySubsidiary which shares entitle the holder thereof to vote for managers or any other matter), each 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, for a Foreign Subsidiary, satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 4.9 and the negative covenants contained in Sections 7.3 and 7.7 4.6(xv) hereof, promptly following at the date time that Borrower or any Guarantor forms any direct or indirect non-PRC Subsidiary or acquires any direct or indirect non-PRC Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request unless otherwise directed by PFG in its sole but reasonable discretionwriting, (a) cause any such new Domestic non-PRC Subsidiary to provide to Bank PFG a joinder to this the Loan Agreement to cause such non-PRC Subsidiary to become a Coco-Borrower borrower hereunder or a Guaranty to become a Guarantor hereunderguarantor of Obligations under the Guaranty, together with such appropriate financing statements Security Instruments and/or Control Agreements, all in form and substance reasonably satisfactory to Bank PFG (including being sufficient to grant Bank PFG a first priority ranking Lien (subject only to Permitted LiensLiens (which may only have superior priority to PFG’s Lien as expressly permitted herein)) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank PFG appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic non-PRC Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; PFG, and (c) provide to Bank PFG all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionPFG, including one or more opinions of counsel reasonably satisfactory to BankPFG, which in its reasonable 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 4.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following around the date time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date Date, upon Bank’s request in its good faith business discretion (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any unless such new Domestic Subsidiary is a Foreign Subsidiary, cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower borrower hereunder or a Guaranty to become a Secured Guarantor hereunder, together with such appropriate financing statements and/or Control AgreementsAgreements covering Collateral of such new entity, 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 Collateral of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank (ii) or if such new Subsidiary is a Foreign Subsidiary, not more than sixty-five percent (65%) of the beneficial ownership interest in presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any such new Foreign Subsidiary, each in form and substance reasonably satisfactory Subsidiary which shares entitle the holder thereof to Bankvote for directors or any other matter); and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its opinion reasonable opinion and 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date time that Borrower or any Guarantor Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Closing Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, Subsidiary shall (a) cause any each such new Domestic Subsidiary to provide to Bank Lender a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty cause such Subsidiary to become a Guarantor 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 Bank Lender (including being sufficient to grant Bank Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary); and/or, in Lender’s reasonable discretion, (b) provide to Bank Lender appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in Shares of such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to BankLender; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, if requested by Bank in its sole but reasonable discretionMARKED BY BRACKETS, including one or more opinions of counsel reasonably satisfactory to BankHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, which in its reasonable 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 DocumentAS AMENDED.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 5.9 and the negative covenants contained in Sections 7.3 5.5(ii), (x) and 7.7 (xv) hereof, promptly following at the date time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request unless otherwise directed by PFG in its sole but reasonable discretionwriting, (a) cause any such new Domestic Subsidiary to provide to Bank PFG a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty cause such Subsidiary to become a Guarantor co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank PFG (including being sufficient to grant Bank PFG a first priority First-Priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank PFG appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to PFG; provided, that, with respect to any Foreign Subsidiary formed or acquired after the Effective Date, in the event 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 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 a Non-Trivial adverse tax effect on Borrower as demonstrated by Borrower to PFG, then Borrower shall only be required to grant and pledge to PFG a perfected security interest in no more than sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank PFG all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionPFG, including one or more opinions of counsel reasonably satisfactory to BankPFG, which in its reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 6.13 5.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following around the date 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), such Co-Borrower and such Guarantor shall, shall upon Bank’s reasonable request in its sole but reasonable discretion, (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such new Domestic Subsidiary to become a Coco-Borrower hereunder borrower or a Guaranty to become a Guarantor (as determined by Bank in its reasonable business discretion following consultation with Borrower and taking into consideration potential tax implications) 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, the Co-Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five (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, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank either a joinder to this Agreement to cause such Subsidiary to become a Coco-Borrower borrower hereunder or a secured Guaranty to become cause such Subsidiary to be a secured Guarantor hereunderunder this Agreement, 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 Domestic Subsidiary), provided that any Foreign Subsidiary shall not be required to become a co-borrower or secured Guarantor, (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance satisfactory to Bank, provided that, with respect to stock, units, or other evidence of ownership held by Borrower in any Foreign Subsidiary, Borrower shall not be required to grant or pledge a security interest to Bank in more than sixty-five percent (6565.0%) of the beneficial such stock, units, or other evidence of ownership interest held by Borrower in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by including, as Bank in its sole but reasonable discretionmay deem necessary, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank; provided, that with respect to any 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 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 pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections Section 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty cause such Subsidiary to become a Guarantor hereunder, 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 assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 anything to the contrary, in no event shall (a) any Foreign Subsidiary be required to become a Borrower or Guarantor hereunder or to gxxxx x Xxxx in its assets or (b) more than 65% of 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 vote for directors or any other matter be pledged, in each case to the extent that same would cause any Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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 and/or such Guarantor shall, upon Bankfollowing Agent’s request in its sole but reasonable discretionrequest, (a) cause any such new Domestic Subsidiary to provide to Bank Agent a joinder to this Agreement to cause such Subsidiary to become a Coco-Borrower borrower hereunder or a Guaranty to become a Guarantor hereunderGuarantor, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank Agent (including being sufficient to grant Bank 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 Domestic Subsidiary), (b) provide to Bank Agent appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to BankAgent; and (c) provide to Bank Agent all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionAgent, including one or more opinions of counsel reasonably satisfactory to BankAgent, which in its reasonable 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 6.12 shall be a Loan DocumentDocument and shall secure or guaranty (as applicable) all of the Obligations owing to Agent and the Lenders.” 2.16 Section 7.1 (Dispositions). Section 7.1 is deleted in its entirety and replaced with the following:

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting (a) At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date time that US Borrower or any Guarantor that is a Domestic Subsidiary forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date Date, US Borrower shall (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, (ai) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement Agreement, or Guaranty, as applicable, to cause such Domestic Subsidiary to become a Coco-Borrower hereunder borrower or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control AgreementsAgreements (to the extent such Control Agreements are required in accordance with Section 6.7(b)), 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 Domestic Subsidiary), (bii) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (ciii) to the extent requested by Bank, provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate customary 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 6.12 shall be a Loan Document. (b) At the time that US Borrower forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary after the Effective Date, US Borrower shall provide to Bank certificates and powers and financing statements, pledging 65% of the direct or beneficial ownership interest in such new Foreign Subsidiary, in form and substance satisfactory to Bank.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following within thirty (30) days (or such later date as Lender may agree in advance, in writing, in its sole discretion) of 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 and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary that is not a Foreign Subsidiary to provide to Bank Lender a joinder to this Agreement to become a Coco-Borrower hereunder borrower hereunder, or a Guaranty to become a Guarantor hereunder, at Lender’s discretion, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank Lender (including being sufficient to grant Bank 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 Bank Lender appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary (or, in the case of any new Foreign Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in voting stock of such new Foreign Subsidiary, each ) in form and substance reasonably satisfactory to BankLender; and (c) provide to Bank Lender all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionLender, including one or more opinions of counsel reasonably satisfactory to BankLender, which in its reasonable 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such or Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank either a joinder to this Agreement to become a Coco-Borrower borrower hereunder or a Guaranty to become a Guarantor hereunderGuaranty, 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 Priority Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), provided that any such new Subsidiary that is a Foreign Subsidiary shall not be required to become a co-borrower or a Guarantor; (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance reasonably satisfactory to Bank, provided that Borrower shall not be required to grant or pledge a security interest to Bank in more than sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest held by Borrower in such new a Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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.

Formation or Acquisition of Subsidiaries. (a) Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date time that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, (ai) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (bii) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (ciii) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 1(a) shall be a Loan Document. (b) Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct Foreign Subsidiary or acquires any direct Foreign Subsidiary after the Effective Date, Borrower shall, upon Bank’s request in its sole discretion, (i) provide to Bank appropriate certificates and powers and financing statements, pledging sixty-five percent (65%) of the direct or beneficial ownership interest in such new Foreign Subsidiary, in form and substance satisfactory to Bank, and (ii) 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. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12(b) shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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), such Co-Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Domestic Subsidiary 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 Collateral of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and Subsidiary (ii) sixty-or sixty five percent (65%) of the beneficial ownership interest in such new thereof for any Subsidiary that is a Foreign SubsidiarySubsidiary or FSHCO), each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation reasonably requested by Bank in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any of the Co-Borrowers’ existing Subsidiaries in existence as of the date hereof.” 2.9 Section 7.1

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Promptly notify Bank if, after the negative covenants contained in Sections 7.3 and 7.7 hereofEffective Date, promptly following the date that Borrower or acquires any Guarantor forms any new direct or indirect Subsidiary in a transaction permitted pursuant to Section 7.3 or acquires otherwise approved by Bank, or forms any new direct or indirect Subsidiary. With respect to any material (such materiality to be determined at the discretion of Bank) direct or indirect Subsidiary that Borrower forms or acquires after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder appropriate documentation to this Agreement cause such Subsidiary to become a Co-Borrower hereunder or a Guaranty to become a Guarantor hereunderguarantor of the Obligations, 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate with respect to make effective the execution and delivery guaranties and/or pledges; provided that in no event shall any foreign Subsidiary be required to become a Guarantor hereunder nor shall more than 66% of the applicable documentation referred total outstanding capital stock, of any class, of any foreign Subsidiary be required to abovebe pledged hereunder. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 6.9 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following within thirty (30) days (or such later date as Bank may agree in advance, in writing, in its sole discretion) of 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 and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary that is not a Foreign Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower hereunder borrower hereunder, or a Guaranty to become a Guarantor hereunder, at Bank’s 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 acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary (or, in the case of any new Foreign Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in voting stock of such new Foreign Subsidiary, each ) in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting (a) At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date time that a Borrower or any Guarantor forms any direct or indirect domestic Subsidiary or acquires any direct or indirect domestic Subsidiary after the Effective Date Date, such Borrower shall (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, (ai) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (bii) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (ciii) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11(a) shall be a Loan Document. (b) At the time that a Borrower forms any direct or indirect foreign Subsidiary or acquires any direct or indirect foreign Subsidiary after the Effective Date, such Borrower shall (i) provide to Bank appropriate certificates and powers pledging sixty-five percent (65%) of the issued and outstanding capital stock, membership units or other securities owned or held of record by such Borrower in such foreign Subsidiary, in form and substance satisfactory to Bank, and (ii) 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. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11(b) shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) 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 and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty cause such Subsidiary to become a co-borrower or secured Guarantor hereunderhereunder (as determined by Bank in 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 only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if including, to the extent reasonably requested by Bank in its sole but reasonable discretionBank, including one or more customary opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 6.3 and 7.7 6.7 hereof, promptly following at the date 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, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower borrower hereunder or a Guaranty guaranty to become a Guarantor hereunderhereunder (as determined by Bank in its commercially reasonable discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance reasonably satisfactory to Bank in its commercially 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but commercially reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, in its commercially reasonable discretion, which in its reasonable 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 5.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank; provided, that with respect to any 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 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, 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 beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date time that Borrower or any Guarantor 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)Subsidiary, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty guarantor with respect to become a Guarantor hereunderthe Obligations, together with such appropriate financing statements and/or Control Agreementscontrol agreements, all in form and substance reasonably satisfactory to Bank Administrative Agent (including being sufficient to grant Bank Administrative Agent, for the ratable benefit of each 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 Bank Administrative Agent appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; Administrative Agent, for the ratable benefit of each Lender (subject to the limitations in Section 4.4), and (c) provide to Bank Administrative Agent all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank such party that in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any documentNotwithstanding the foregoing, agreementno newly formed or acquired Subsidiary that is a “controlled foreign corporation” (as defined in the IRC ) will be required to become a guarantor with respect to the Obligations, nor will Borrower be required to pledge more than 65% of the equity interests of any new formed or instrument executed or issued acquired Subsidiary that is a controlled foreign corporation. Administrative Agent shall promptly provide copies of any documents entered into pursuant to this Section 6.13 shall be a Loan Document6.7 to each Lender.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), provided that any Foreign Subsidiary shall not be required to become a co-borrower or secured guarantor hereunder, (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance satisfactory to Bank, provided that, with respect to stock, units, or other evidence of ownership held by Borrower in such Subsidiary that is a Foreign Subsidiary, Borrower shall not be required to grant or pledge a security interest to Bank in more than sixty-five percent (6565.0%) of the beneficial such stock, units, or other evidence of ownership interest held by Borrower in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date that Borrower or If any Guarantor Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect new Subsidiary after the Effective Date (including, without limitation, pursuant to a Divisionother than an Excluded Subsidiary), Borrower and such Guarantor Loan Party shall, upon Bank’s request in its sole but reasonable discretionwithin fifteen (15) days of such event (or such later date as permitted by Agent), (a) cause any such new Domestic Subsidiary (i) to provide be joined as a Borrower hereunder pursuant to Bank a joinder Joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty to become a Guarantor hereunderof the Obligations, as determined by Agent, and (ii) to provide to Agent a joinder t o the Guaranty and Security Agreement, in each case, together with such other security agreements, as well as appropriate financing statements and/or Control Agreementsstatements, all in form and substance reasonably satisfactory to Bank Agent (including being sufficient to grant Bank Agent a first priority pr iority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide provide, or cause the applicable Loan Party to Bank provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers and or financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each Subsidiary in form and substance reasonably satisfactory to BankAgent; provided , that only 65% of the total outstanding voting Equity Interests of any Excluded Subsidiary described in clause (a) or (c) of the definition or Excluded Subsidiary, and (c) provide to Bank Agent all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretiondocumentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to BankAgent, which which, in its reasonable opinion 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 5.11 s hall constitute a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder borrower or a Guaranty to become a Guarantor hereunder, guarantor 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank; provided, that with respect to any 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 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 pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance reasonably satisfactory to Bank; provided, that with respect to any 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 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, 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 beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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, upon Bank’s request in its sole but reasonable discretionwithin forty-five (45) days of such formation or acquisition, (a) cause any such new Domestic Subsidiary (other than a Foreign Subsidiary) to provide to Bank a joinder to this Agreement to become a Coco-Borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance reasonably satisfactory to Bank, provided, however, that such pledge shall include no more than sixty-five percent (65%) of the beneficial ownership interest in such new presently existing and hereafter issued voting stock of any Foreign Subsidiary, each in form and substance reasonably satisfactory to BankSubsidiary (as determined under U.S. federal tax principles); and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date time that Borrower or any Guarantor Borrowereach Loan Party forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the First Amendment Effective Date (includingDate, without limitation, pursuant to a Division), Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, Borrowereach Loan Party shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor borrowerGuarantor hereunder, together with such appropriate financing statements and/or Control Agreementsstatements, all in form and substance reasonably satisfactory to Bank Lender (including being sufficient to grant Bank Lender a first priority Lien (subject to (i) Permitted LiensLiens that expressly have superior priority to Lender’s Lien under this Agreement, and (ii) in the case of Permitted Liens in favor of the Subordinated Lenders, the SubordinationNew Bridge Intercreditor Agreement) in and to the assets of such newly formed or acquired Domestic SubsidiarySubsidiary (substantially as described on Exhibit A hereto)), (b) provide to Bank Lender appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; Lender, and (c) provide to Bank Lender all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionLender, including one or more opinions of counsel reasonably satisfactory to BankLender, which in its reasonable 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 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon BankLender’s request in its sole but reasonable discretionrequest, (a) cause any such new Domestic Subsidiary to provide to Bank Lender a joinder to this Agreement to become a Coco-Borrower borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control AgreementsAgreements (at Lender’s request), all in form and substance reasonably satisfactory to Bank Lender (including being sufficient to grant Bank Lender a first second priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank Lender appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to BankLender; and (c) provide to Bank Lender all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionLender, including one or more opinions of counsel reasonably satisfactory to BankLender, which in its reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided that, any Person who guarantees any Indebtedness incurred by Borrower pursuant to any Senior Debt shall be required to become a Guarantor hereunder. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 6.9 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon at Bank’s request with respect to any Foreign Subsidiary (subject to the provisions set forth below), and in its sole but reasonable discretion, any event with respect to any Domestic Subsidiary (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 term is defined in the Simply Measured Acquisition Agreement) of the Simply Measured Acquisition (or such later date as Bank shall determine, in its sole discretion), Borrower shall cause Simply Measured to execute a Joinder and otherwise comply with this Section 6.13.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 6.3 and 7.7 6.7 hereof, promptly following the date that if 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), then Borrower and such Guarantor shall, shall promptly (and in any event upon Bank’s request the earliest of (x) within 45 days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by Bank in its sole but reasonable discretion, ) or (y) substantially concurrently with the formation of such Subsidiary if such Subsidiary is formed by Division) (a) cause any such new Subsidiary that is a Domestic Subsidiary (other than a FSHCO) to provide to Bank a joinder to this Agreement to become a Coco-Borrower borrower hereunder or a Guaranty guaranty to become a Guarantor hereunderhereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 5.12 shall be a Loan Document.. 5.13

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting (i) At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following time that the date that Borrower or any Guarantor guarantor of the Obligations that is a Domestic Subsidiary forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect domestic Subsidiary after the Effective Date (includingdate hereof, without limitation, pursuant to a Division), the Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty to become a Guarantor guarantor of the Obligations hereunder, together with such appropriate financing statements and/or Control Agreementsstatements, 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 Domestic Subsidiary)Lender, (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) pledge all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and the Lender, (c) and (d) to the extent requested by the Lender, provide to Bank the Lender all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionthe Lender, including one or more opinions of counsel reasonably satisfactory to Bankthe Lender, which in its reasonable opinion is appropriate customary 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 6.9 shall be a Loan Document. (ii) At the time that the Borrower forms any direct Foreign Subsidiary or acquires any direct Foreign Subsidiary after the date hereof, the Borrower shall provide to the Lender certificates and powers and financing statements, pledging 65% of the direct or beneficial ownership interest in such new direct Foreign Subsidiary, in form and substance reasonably satisfactory to the Lender, and if requested by the Lender, a stock pledge agreement governed by the local law of the jurisdiction of formation of such Foreign Subsidiary in a form reasonably satisfactory to the Lender.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting (a) At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date time that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (ai) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a Coco-Borrower hereunder borrower or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control AgreementsAgreements (to the extent such Control Agreements are required in accordance with Section 6.8(b)), 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 Domestic Subsidiary), (bii) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (ciii) to the extent requested by Bank, provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate customary 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 6.15 shall be a Loan Document. (b) 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 provide to Bank certificates and powers and financing statements, pledging 65% of the direct or beneficial ownership interest in such new Foreign Subsidiary, in form and substance satisfactory to Bank.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 4.9 and the negative covenants contained in Sections 7.3 and 7.7 4.6(xv) hereof, promptly following at the date time that Borrower or any Guarantor Obligor forms any direct or indirect non-PRC Subsidiary or acquires any direct or indirect non-PRC Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), Borrower and such Guarantor Obligor shall, upon Bank’s request unless otherwise directed by PFG in its sole but reasonable discretionwriting, (a) cause any such new Domestic non-PRC Subsidiary to provide to Bank PFG a joinder to this the Loan Agreement to cause such non-PRC Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become guarantor of Obligations under a Guarantor hereunderGuaranty, together with such appropriate financing statements Security Instruments and/or Control Agreements, all in form and substance reasonably satisfactory to Bank PFG (including being sufficient to grant Bank PFG a first priority ranking Lien (subject only to Permitted LiensLiens (which may only have superior priority to PFG’s Lien as expressly permitted herein)) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank PFG appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic non-PRC Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; PFG, and (c) provide to Bank PFG all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretionPFG, including one or more opinions of counsel reasonably satisfactory to BankPFG, which in its reasonable 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 4.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date that Borrower or If any Guarantor Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect new Subsidiary after the Effective Date (including, without limitation, pursuant to a Divisionother than an Excluded Subsidiary), Borrower and such Guarantor Loan Party shall, upon Bank’s request in its sole but reasonable discretionwithin fifteen (15) days of such event (or such later date as permitted by Agent), (a) cause any such new Domestic Subsidiary (i) to provide be joined as a Borrower hereunder pursuant to Bank a joinder Joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty to become a Guarantor hereunderof the Obligations, as determined by Agent, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements, as well as appropriate financing statements and/or Control Agreementsstatements, all in form and substance reasonably satisfactory to Bank Agent (including being sufficient to grant Bank Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide provide, or cause the applicable Loan Party to Bank provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers and or financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each Subsidiary in form and substance reasonably satisfactory to BankAgent; provided, that only 65% of the total outstanding voting Equity Interests of any Excluded Subsidiary described in clause (a) or (c) of the definition or Excluded Subsidiary, and (c) provide to Bank Agent all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretiondocumentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to BankAgent, which which, in its reasonable opinion 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 5.11 shall be constitute a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 6.3 and 7.7 6.7 hereof, promptly following at the date 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, upon Bank’s request in its sole but reasonable discretion, (a) cause any such new Domestic Subsidiary to provide to Bank Lenders a joinder to this Agreement to become a Co-Borrower hereunder or a Guaranty cause such Domestic Subsidiary to become a co-Borrower or secured Guarantor hereunderhereunder (as determined by Agent in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance reasonably satisfactory to Bank Agent and Lenders (including being sufficient to grant Bank Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank Lenders appropriate certificates and certificates, powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and or (ii) up to sixty-five percent (65%) of the direct beneficial ownership interest in such any new Foreign Subsidiary, in each case, in form and substance reasonably satisfactory to BankAgent and Lenders; and (c) provide to Bank Lenders all other documentation in form and substance reasonably satisfactory to BankAgent and Lenders, if requested by Bank Agent in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to BankLenders, which in its reasonable 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 5.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date time that Borrower or any Guarantor forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Fourth Amendment Effective Date (including, without limitation, pursuant to a Division), or if in Bank’s reasonable credit judgment with respect to any Subsidiary existing on the Fourth Amendment Effective Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary (other than a Foreign Subsidiary or a FSHCO) to provide to Bank a joinder to this Agreement to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor hereunderborrower, 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; provided, however, that with respect to any direct Foreign Subsidiary or a FSHCO created or acquired after the Fourth Amendment Effective Date, no more than 66% of the total outstanding voting stock or other voting equity interest of any such Foreign Subsidiary or FSHCO and no more than 100% of the non-voting stock or other equity interest shall be required to be so pledged hereunder) and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided however that in no event shall Borrower or any Guarantor be required to comply with 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 transmission regulator, trust company regulator or similar Governmental Authority, including without limitation the State of California’s Department of Business Oversight to the extent compliance would not permitted by such regulation. 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 Sections 7.3 and 7.7 hereof, promptly following at the date 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, upon Bank’s request in its sole but reasonable discretion, shall (a) with respect to Domestic Subsidiaries only, cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance satisfactory to Bank, provided, however, that Borrower shall not be required to pledge more than sixty-five percent (65%) of the direct or beneficial ownership interest in such new of any Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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.” 2.10 Section 7.1

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date 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)Date, Borrower shall provide to Bank appropriate certificates and such Guarantor shallpowers and financing statements, upon Bank’s request pledging (i) all of the direct or beneficial ownership interest in its sole but reasonable discretion, (a) cause any such new Subsidiary if such Subsidiary is a Domestic Subsidiary and (ii) not greater than 65% of all voting equity interests and all nonvoting equity interests in such new Subsidiary if such Subsidiary is a Foreign Subsidiary, in each case in form and substance reasonably satisfactory to Bank. Upon the reasonable request of Bank, Borrower shall cause such new Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower borrower hereunder or execute a Guaranty to become a Guarantor hereunderguaranty, 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) . Borrower shall provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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 and such Guarantor shallbecomes a Material Subsidiary, upon Bank’s request in its sole but reasonable discretion, Borrower shall (a) cause any such new Domestic Material Subsidiary to either (I) provide to Bank a joinder to this the Loan Agreement to cause such Material Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor borrower hereunder, together with such appropriate financing statements and/or Control Agreements, or (II) guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto), 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 Domestic Material Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Material Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon at Bank’s request with respect to any Foreign Subsidiary (subject to the provisions set forth below), and in its sole but reasonable discretion, any event with respect to any Domestic Subsidiary (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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, 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 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 this Section 6.13 until requested by Bank, in its good faith business discretion; and (iii) Borrower shall not be required to cause TTAGG, Inc., a Delaware corporation to comply with this Section 6.13.” 7.6 Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are deleted in their entirety and replaced with the following: “Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the aggregate Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, plus an amount equal to the Letter of Credit Reserve), and minus (c) the outstanding principal balance of any Advances.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder borrower or a Guaranty to become a Guarantor hereunder, guarantor 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank; provided, that with respect to any 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 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 pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.10 shall be a Loan Document. As of the Effective Date, the foregoing 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 Sections 7.3 and 7.7 hereof, promptly following the date that within thirty (30) days (or such longer period as may be agreed by Bank) after Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to become a Coco-Borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. If Borrower creates or acquires a Foreign Subsidiary, unless otherwise determined by Bank in its reasonable business discretion, 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. 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 Sections 7.3 and 7.7 hereof, promptly following in the date that event Borrower or any Guarantor forms any direct or indirect Subsidiary creates or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, upon prior to the creation or acquisition of such new Subsidiary, promptly notify the Bank thereof and, at Bank’s request request, in its sole but reasonable discretion, take all such action as may be reasonably required by Bank to (a) cause any each such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to to, in Bank’s sole discretion, become a Coco-Borrower hereunder borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. (a) Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date time that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, (ai) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (bii) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (ciii) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document. (b) Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct Foreign Subsidiary or acquires any direct Foreign Subsidiary after the Effective Date, Borrower shall, upon Bank’s request in its sole discretion, (i) provide to Bank appropriate certificates and powers and financing statements, pledging sixty-five percent (65%) of the direct or beneficial ownership interest in such new Foreign Subsidiary, in form and substance satisfactory to Bank, and (ii) 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. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11(b) shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Promptly after (but in any event within 30 days) the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Subsidiary Domestic Subsidiary, in each case other than an Immaterial Subsidiary, after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and or such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic 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 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 Domestic Subsidiary)Guaranty, (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiaryreasonably required by Bank, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation reasonably required by Bank and consistent with the terms of the Loan Documents (including such documents effective to grant to Bank a first priority perfected Lien (subject only to Permitted Liens) in the Collateral owned by such Domestic Subsidiary) . For each direct Foreign Subsidiary of Borrower or any Guarantor, Borrower or such Guarantor shall (x) (a) if such Foreign Subsidiary has assets in excess of $4,000,000, or (b) upon the request of Bank if such Foreign Subsidiary’s assets do not exceed $4,000,000, provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such Foreign Subsidiary (provided that in no event shall more than 65% of the total outstanding voting capital stock of any such new Foreign Subsidiary be required to be pledged and no actions shall be required to perfect such pledge under the laws of any foreign jurisdiction), in form and substance reasonably satisfactory to Bank, if requested and (y) provide to Bank all other documentation reasonably required by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate and consistent with respect to the execution and delivery terms of the applicable documentation referred to aboveLoan Documents. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following in the date that event Borrower or any Guarantor forms any direct or indirect Subsidiary creates or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, upon prior to the creation or acquisition of such new Subsidiary, promptly notify the Bank thereof and, at Bank’s request request, in its sole but reasonable discretion, take all such action as may be reasonably required by Bank to (a) cause any each such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to to, in Bank’s sole discretion, become a Coco-Borrower hereunder borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and (ii) substance satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.” 2.4 Section 7.1 (Dispositions). Section 7.1 is deleted in its entirety and replaced with the following:

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank; provided, that with respect to any 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 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, 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 beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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)Date, Borrower and such Guarantor shall, upon at the election of Bank’s request in its sole but reasonable discretion, : (a) cause any such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a Coco-Borrower hereunder or a Guaranty to become a Guarantor 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 assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank; provided that, prior to the occurrence of an Event of Default, with respect to any 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 and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100.0%) of the stock, 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 (6565.0%) of the beneficial stock, units or other evidence of ownership interest in of such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following at the date 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, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any unless such new Domestic 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 a Guaranty cause such Subsidiary to become a co-borrower or Guarantor (as determined by Bank) 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary (or if such new Subsidiary is a Foreign Subsidiary, and (ii) sixty-not more than sixty five percent (65%) of the beneficial ownership interest in presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any such new Foreign SubsidiarySubsidiary which shares entitle the holder thereof to vote for directors or any other matter), each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation reasonably requested by Bank in connection therewith, in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 6.11 shall be a Loan Document.” 2.14 Section 6.13

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly following the date time that Borrower or any Guarantor forms any material (such materiality to be determined at the discretion of Bank) direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall, upon Bank’s request in its sole but reasonable discretion, shall (a) cause any such new Domestic Subsidiary to provide to Bank a joinder appropriate documentation to this Agreement cause such Subsidiary to become a Co-Borrower hereunder or a Guaranty to become a Guarantor hereunderguarantor of the Obligations, 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) all of the direct or beneficial ownership interest in such new Domestic Subsidiary, and (ii) sixty-five percent (65%) of the beneficial ownership interest in such new Foreign Subsidiary, each in form and substance reasonably satisfactory to Bank; , and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, if requested by Bank in its sole but reasonable discretion, including one or more opinions of counsel reasonably satisfactory to Bank, which in its reasonable opinion is appropriate with respect to make effective the execution and delivery guaranties and/or pledges; provided that in no event shall any foreign Subsidiary be required to become a Guarantor hereunder nor shall more than 66% of the applicable documentation referred total outstanding capital stock, of any class, of any foreign Subsidiary be required to abovebe pledged hereunder. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.”