Common use of Future Subsidiaries; Further Assurances Clause in Contracts

Future Subsidiaries; Further Assurances. The Company will from time to time cause any Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign Subsidiary that does not constitute a Material Foreign Subsidiary) within 30 days (provided that, in the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the same) after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Subsidiary”, is designated to become a Guarantor), to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the event such a Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of foreign earnings under the Code (including the “deemed dividend” provisions of section 956 of the Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no such guarantee shall be required. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interests, as the Administrative Agent deems necessary or advisable to carry out the intent and purposes of this Section 10.09.

Future Subsidiaries; Further Assurances. The Company will from time to time cause any Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign Subsidiary that does not constitute a Material Foreign Subsidiary) within 30 days (provided that, in the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the same) after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Subsidiary”, is designated to become a Guarantor), to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor (as defined in the Security Agreement) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the event such a Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of foreign earnings under the Code (including the “deemed dividend” provisions of section 956 of the Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no such guarantee shall be required. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interests, as the Administrative Agent deems necessary or advisable to carry out the intent and purposes of this Section 10.09.

Future Subsidiaries; Further Assurances. The Company will from time to time cause (a) any Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign present Wholly Owned Subsidiary that does is not constitute a Material Foreign Subsidiary) Guarantor within 30 days after notice from the Agent or (provided that, in the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the sameb) any future Wholly Owned Subsidiary within 30 days after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Wholly Owned Subsidiary”, is designated to become a Guarantor), to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the event such a Wholly Owned Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Credit Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of foreign earnings under the Code (including the “"deemed dividend” " provisions of section Section 956 of the Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no the Company and its other Subsidiaries will pledge the stock of such guarantee shall Wholly Owned Subsidiary (or as much of such stock as may be requiredpledged without resulting in such a repatriation) to the Agent to secure the Credit Obligations pursuant to a pledge agreement in form and substance satisfactory to the Agent. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interests, as the Administrative Agent deems necessary or advisable to carry out the intent and purposes purpose of this Section 10.092.

Future Subsidiaries; Further Assurances. (a) If any additional Subsidiary is formed or acquired after the Original Closing Date, the Parent Borrower will, within five Business Days after such Subsidiary is formed or acquired, notify Agent and the Lenders thereof and, within 30 days (or such longer period as may be agreed to by Agent) after any such Subsidiary that is organized, incorporated or formed in the same jurisdiction or country as any member of any then-existing Obligor Group (each, a “Permitted Jurisdiction”; as of the Closing Date, the Permitted Jurisdictions include the United States, the United Kingdom, Canada, the Netherlands, and Mexico and any state, province, territory or other jurisdiction of any of the foregoing countries; Permitted Jurisdictions will be deemed to include, without limitation, the jurisdiction or country of each New Borrower) is formed or acquired, cause each applicable Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, including with respect to any Equity Interest in or Debt of such Subsidiary owned by or on behalf of any Obligor, including delivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate in its Permitted Discretion. For the avoidance of doubt, notwithstanding anything herein or in the other Loan Documents to the contrary, no action in any jurisdiction that is not a Permitted Jurisdiction or required by the Laws of any jurisdiction that is not a Permitted Jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of a Permitted Jurisdiction or to perfect such security interests (it being understood that there shall be no security agreement or pledge agreement governed by the Laws of any jurisdiction that is not a Permitted Jurisdiction). Agent may grant extensions of time for the perfection of security interests in particular assets and the delivery of assets and Security Documents (other than U.S. Security Documents) or any other compliance with the requirements of this Section 10.1.9 where it reasonably determines, in consultation with the Borrower Agent, that perfection or compliance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or such Security Documents. For the avoidance of doubt, no additional Subsidiary that is formed or acquired after the Original Closing Date that is not a U.S. Subsidiary Obligor shall be subject to the U.S. Facility Collateral and Guarantee Requirement. (b) Each of the Obligors will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, Lien registrations, fixture filings, mortgages, deeds of trust, landlord waivers and other documents), which may be required under any Applicable Law, or which Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Obligors. The Company will Obligors also agree to provide to Agent, from time to time cause upon request, evidence reasonably satisfactory to Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (c) If any assets (including any real property or improvements thereto or any interest therein) having a book value or fair market value of $5,000,000 or more in the aggregate are acquired by any Obligor after the Closing Date or through the acquisition of a Subsidiary Obligor or through the conversion of a Subsidiary into a Subsidiary Obligor (other than than, in each case, assets constituting Collateral under any Security Document that become subject to the Lien of such Security Document upon acquisition thereof), the Parent Borrower or, if applicable, the relevant Subsidiary Obligor will notify Agent and the Lenders thereof, and, if reasonably requested by Agent or the Required Lenders, the Parent Borrower will cause such assets to be subjected to a Lien securing all Obligations of the Obligor Group of which the Obligor which is the direct owner of such Subsidiary Obligor is a member and will take, and cause the Subsidiary Obligors to take, such actions as shall be necessary or reasonably requested by Agent to grant and perfect such Liens, including actions described in paragraph (xb) an Immaterial of this Section, all at the expense of the Obligors. (d) Any Subsidiary that is organized in any jurisdiction approved by Agent and Lenders, but is not a Canadian Subsidiary, UK Subsidiary or (y) U.S. Subsidiary, may, at the election of the Borrower Agent and with the written approval of Agent and Lenders, become a Foreign Subsidiary that does not constitute Borrower hereunder (such Subsidiary, a Material Foreign Subsidiary“New Borrower”) within 30 days upon (i) the execution and delivery to Agent and/or Security Trustees (A) by the Persons required to be parties thereto (including, with respect to the amendment of this Agreement, in accordance with Section 14.1.1) of an amendment and joinder to this Agreement and the other applicable Loan Documents, together with supplements to the applicable Loan Documents executed by such New Borrower and any other Person required by the terms of such Loan Documents to be party to such supplement, which may, if agreed to by Borrower Agent and Agent, provide for the addition to this Agreement of additional agreed security principals and for any appropriate modification to the tax gross-up provisions (including the definition of the Excluded Taxes) to reflect the withholding tax rules in the applicable new jurisdiction(s), all in form and substance acceptable to Agent in all respects, (B) by such New Borrower of Security Documents in form and substance satisfactory to Agent and any relevant Security Trustee as may be required for the relevant jurisdiction (provided that, in to the case of a Foreign Subsidiaryextent appropriate with respect to such jurisdiction, the Company any such new Security Document shall be permitted in substantially the same form as any comparable Security Document to which any similarly-situated existing Obligor is party) and satisfaction of requirements substantially the same as the Collateral and Guarantee Requirement of the other Foreign Borrowers, modified as appropriate with respect to the relevant jurisdiction, (C) by an executive officer or Financial Officer of such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the same) after any such Person New Borrower (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (orand other Obligors, to the extent applicable under clauses (a)(ii) or (b)(iireasonably requested by Agent) of a completed Perfection Certificate dated as of the definition date that the joinder of such New Borrower to the applicable Loan Documents is effective (with respect to such New Borrower, the “Material Foreign SubsidiaryJoinder Date”, is designated to become a Guarantor), together with all attachments contemplated thereby, including without limitation the results of a search of the relevant Lien-related filings made with respect to join this Agreement as a Guarantor such New Borrower in the jurisdictions contemplated by such Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to join Agent that the Security Agreement as an Obligor Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to appropriate release documentation delivered to Agent, (D) by Borrower Agent of a joinder agreement Borrowing Base Report incorporating such New Borrower as of the most recent month ending at least 15 days prior to the Joinder Date, (E) by a knowledgeable Senior Officer of such New Borrower of a certificate of the type described in Section 6.1(e), (F) by a duly authorized officer of such New Borrower of a certificate of the type described in Section 6.1(f), together with all attachments thereto (including, without limitation, items that are the applicable jurisdictional equivalent of those referred to in Section 6.1(h)), (G) by a knowledgeable Senior Officer of Borrower Agent, a certificate, in form and substance reasonably satisfactory to Agent, certifying that, after giving effect to the Administrative joinder of such New Borrower on the Joinder Date and any Loan or Letter of Credit to be extended or issued to or on behalf of the New Borrower on such date, no Default exists and the representations and warranties set forth in Section 9 are true and correct and (H) such other documents, instruments and agreements as Agent may reasonably require; (ii) Agent’s receipt of duly executed agreements establishing and/or evidencing each Dominion Account and related lockbox and each Controlled Account of such New Borrower, each in form and substance, and with financial institutions, satisfactory to Agent; provided(iii) Agent’s receipt of a written opinion of counsel to such New Borrower, howeveras well as any local counsel to such New Borrower or Agent, that in the event such a Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of foreign earnings under the Code form and substance satisfactory to Agent; (including the “deemed dividend” provisions of section 956 of the Code), (iiv) such guarantee will be limited to the extent necessary not previously delivered to comply Agent, Agent’s receipt of copies of policies or certificates of insurance for the insurance policies carried by such New Borrower, together with such prohibition or a loss payable endorsement naming Agent as loss payee and reasonably acceptable to prevent such repatriation Agent, all in compliance with the Loan Documents; (v) the completion of foreign earnings or Agent’s business, legal and financial due diligence (iiit being understood that examinations and appraisals conducted pursuant to this clause (v) if such limitation shall not be included in the limits on the guaranteed amount is not sufficient to avoid such prohibition number of examinations or repatriation, no such guarantee shall be required. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion appraisals provided in Section 10.1.1) with respect to its guarantee such New Borrower, with results satisfactory to Agent, and grant of security interests, as Agent’s and the Administrative Agent deems necessary or advisable to carry out the intent and Applicable Lenders’ (for purposes of this clause (v), the Applicable Lenders being the Lenders that will provide a Commitment to such New Borrower) receipt of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (vi) Agent’s receipt of payoff or release letters, in form and substance satisfactory to Agent, confirming that such New Borrower is released from all obligations under any Debt not expressly permitted by this Agreement and providing a release of all of the Liens existing with respect to any such Debt in and to the assets of such New Borrower, together with termination statements and other documentation evidencing the termination of any such Liens in and to the properties and assets of such New Borrower and (vii) payment by Borrowers of all fees and expenses to be paid to Agent and/or the Lenders under the Loan Documents on or prior to the Joinder Date. (e) Each provision of the Section 10.0910.1.9 shall be subject to any applicable limitation set forth in the applicable Security Documents and the Agreed Security Principles.

Future Subsidiaries; Further Assurances. (a) If any additional Subsidiary is formed or acquired after the Original Closing Date, the Parent BorrowerSeventh Amendment Effective Date (or any existing Subsidiary becomes a Subsidiary Loan Party after the Seventh Amendment Effective Date), Borrowers will, within five Business Days after such Subsidiary is formed or acquired (or becomes a Subsidiary Obligor), notify Agent and the Lenders thereof and, within 30 days (or such longer period as may be agreed to by Agent) after any such Subsidiary that is organized, incorporated or formed in the same jurisdiction or country as any member of any then-existing Obligor Group (each, a “Permitted Jurisdiction”; as of the Closing Date, the Permitted Jurisdictions include the United States, the United Kingdom, Canada, the Netherlands, and Mexico and any state, province, territory or other jurisdiction of any of the foregoing countries; Permitted Jurisdictions will be deemed to include, without limitation, the jurisdiction or country of each New Borrower)such Subsidiary is formed or acquired (or becomes a Subsidiary Obligor), cause each applicablethe Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, including with respect to any Equity Interest in or DebtIndebtedness of such Subsidiary owned by or on behalf of any Obligor, including delivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate in its Permitted Discretion. For the avoidance of doubt, notwithstanding anything herein or in the other Loan Documents to the contrary, no action in any jurisdiction that is not a Permitted Jurisdiction or required by the Laws of any jurisdiction that is not a Permitted Jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of a Permitted Jurisdiction or to perfect such security interests (it being understood that there shall be no security agreement or pledge agreement governed by the Laws of any jurisdiction that is not a Permitted Jurisdiction). Agent may grant extensions of time for the perfection of security interests in particular assets and the delivery of assets and Security Documents (other than U.S. Security Documents) or any other compliance with the requirements of this Section 10.1.9 where it reasonably determines, in consultation with the Borrower Agent, that perfection or compliance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or such Security Documents. For the avoidance of doubt, no additional Subsidiary that is formed or acquired after the Original Closing Date that is not a U.S. Subsidiary Obligor shall be subject to the U.S. Facility Collateral and Guarantee Requirement. (b) Each of the Obligors (including any Foreign Subsidiary that is required to be a U.S. Subsidiary Obligor by the Required Lenders) will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, Lien registrations, fixture filings, mortgages, deeds of trust, landlord waivers and other documents), which may be required under any Applicable Law, or which Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Obligors. The Company will Obligors also agree to provide to Agent, from time to time cause upon request, evidence reasonably satisfactory to Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (c) If any assets (including any real property or improvements thereto or any interest therein) having a book value or fair market value of (a) $500,000 or more in the aggregate during the Senior Term Period or (b) $5,000,000 or more in the aggregate at any other time are acquired by any Obligor after the Closing Date or through the acquisition of a Subsidiary Obligor or through the conversion of a Subsidiary into a Subsidiary Obligor (other than than, in each case, assets constituting Collateral under any Security Document that become subject to the Lien of such Security Document upon acquisition thereof), the Parent Borrower or, if applicable, the relevant Subsidiary Obligor will notify Agent and the Lenders thereof, and, if reasonably requested by Agent or the Required Lenders, the Parent Borrower will cause such assets to be subjected to a Lien securing all Obligations of the Obligor Group of which the Obligor which is the direct owner of such Subsidiary Obligor is a member and will take, and cause the Subsidiary Obligors to take, such actions as shall be necessary or reasonably requested by Agent to grant and perfect such Liens, including actions described in paragraph (xb) an Immaterial of this Section, all at the expense of the Obligors. (d) Any Subsidiary that is organized in any jurisdiction approved by Agent and Lenders, but is not a Canadian Subsidiary, UK Subsidiary or (y) U.S. Subsidiary, may, at the election of the Borrower Agent and with the written approval of Agent and Lenders, become a Foreign Subsidiary that does not constitute Borrower hereunder (such Subsidiary, a Material Foreign Subsidiary“New Borrower”) within 30 days upon (i) the execution and delivery to Agent and/or Security Trustees (A) by the Persons required to be parties thereto (including, with respect to the amendment of this Agreement, in accordance with Section 14.1.1) of an amendment and joinder to this Agreement and the other applicable Loan Documents, together with supplements to the applicable Loan Documents executed by such New Borrower and any other Person required by the terms of such Loan Documents to be party to such supplement, which may, if agreed to by Borrower Agent and Agent, provide for the addition to this Agreement of additional agreed security principals and for any appropriate modification to the tax gross-up provisions (including the definition of the Excluded Taxes) to reflect the withholding tax rules in the applicable new jurisdiction(s), all in form and substance acceptable to Agent in all respects, (B) by such New Borrower of Security Documents in form and substance satisfactory to Agent and any relevant Security Trustee as may be required for the relevant jurisdiction (provided that, in to the case of a Foreign Subsidiaryextent appropriate with respect to such jurisdiction, the Company any such new Security Document shall be permitted in substantially the same form as any comparable Security Document to which any similarly-situated existing Obligor is party) and satisfaction of requirements substantially the same as the Collateral and Guarantee Requirement of the other Foreign Borrowers, modified as appropriate with respect to the relevant jurisdiction, (C) by an executive officer or Financial Officer of such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the same) after any such Person New Borrower (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (orand other Obligors, to the extent applicable under clauses (a)(ii) or (b)(iireasonably requested by Agent) of a completed Perfection Certificate dated as of the definition date that the joinder of such New Borrower to the applicable Loan Documents is effective (with respect to such New Borrower, the “Material Foreign SubsidiaryJoinder Date”, is designated to become a Guarantor), together with all attachments contemplated thereby, including without limitation the results of a search of the relevant Lien-related filings made with respect to join this Agreement as a Guarantor such New Borrower in the jurisdictions contemplated by such Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to join Agent that the Security Agreement as an Obligor Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to appropriate release documentation delivered to Agent, (D) by Borrower Agent of a joinder agreement Borrowing Base Report incorporating such New Borrower as of the most recent month ending at least 15 days prior to the Joinder Date, (E) by a knowledgeable Senior Officer of such New Borrower of a certificate of the type described in Section 6.1(e), (F) by a duly authorized officer of such New Borrower of a certificate of the type described in Section 6.1(f), together with all attachments thereto (including, without limitation, items that are the applicable jurisdictional equivalent of those referred to in Section 6.1(h)), (G) by a knowledgeable Senior Officer of Borrower Agent, a certificate, in form and substance reasonably satisfactory to Agent, certifying that, after giving effect to the Administrative joinder of such New Borrower on the Joinder Date and any Loan or Letter of Credit to be extended or issued to or on behalf of the New Borrower on such date, no Default exists and the representations and warranties set forth in Section 9 are true and correct and (H) such other documents, instruments and agreements as Agent may reasonably require; (ii) Agent’s receipt of duly executed agreements establishing and/or evidencing each Dominion Account and related lockbox and each Controlled Account of such New Borrower, each in form and substance, and with financial institutions, satisfactory to Agent; provided(iii) Agent’s receipt of a written opinion of counsel to such New Borrower, howeveras well as any local counsel to such New Borrower or Agent, that in the event such a Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of foreign earnings under the Code form and substance satisfactory to Agent; (including the “deemed dividend” provisions of section 956 of the Code), (iiv) such guarantee will be limited to the extent necessary not previously delivered to comply Agent, Agent’s receipt of copies of policies or certificates of insurance for the insurance policies carried by such New Borrower, together with such prohibition or a loss payable endorsement naming Agent as loss payee and reasonably acceptable to prevent such repatriation Agent, all in compliance with the Loan Documents; (v) the completion of foreign earnings or Agent’s business, legal and financial due diligence (iiit being understood that examinations and appraisals conducted pursuant to this clause (v) if such limitation shall not be included in the limits on the guaranteed amount is not sufficient to avoid such prohibition number of examinations or repatriation, no such guarantee shall be required. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion appraisals provided in Section 10.1.1) with respect to its guarantee such New Borrower, with results satisfactory to Agent, and grant of security interests, as Agent’s and the Administrative Agent deems necessary or advisable to carry out the intent and Applicable Lenders’ (for purposes of this clause (v), the Applicable Lenders being the Lenders that will provide a Commitment to such New Borrower) receipt of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (vi) Agent’s receipt of payoff or release letters, in form and substance satisfactory to Agent, confirming that such New Borrower is released from all obligations under any Debt not expressly permitted by this Agreement and providing a release of all of the Liens existing with respect to any such Debt in and to the assets of such New Borrower, together with termination statements and other documentation evidencing the termination of any such Liens in and to the properties and assets of such New Borrower and (vii) payment by Borrowers of all fees and expenses to be paid to Agent and/or the Lenders under the Loan Documents on or prior to the Joinder Date. (e) Each provision of the Section 10.0910.1.9 shall be subject to any applicable limitation set forth in the applicable Security Documents and the Agreed Security Principles.

Future Subsidiaries; Further Assurances. (a) If any additional Subsidiary is formed or acquired after the Original Closing Date, the Parent Borrower will, within five Business Days after such Subsidiary is formed or acquired, notify Agent and the Lenders thereof and, within 30 days (or such longer period as may be agreed to by Agent) after any such Subsidiary that is organized, incorporated or formed in the same jurisdiction or country as any member of any then-existing Obligor Group (each, a “Permitted Jurisdiction”; as of the Closing Date, the Permitted Jurisdictions include the United States, the United Kingdom, Canada, the Netherlands, and Mexico and any state, province, territory or other jurisdiction of any of the foregoing countries; Permitted Jurisdictions will be deemed to include, without limitation, the jurisdiction or country of each New Borrower) is formed or acquired, cause each applicable Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, including with respect to any Equity Interest in or Debt of such Subsidiary owned by or on behalf of any Obligor, including delivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate in its Permitted Discretion. For the avoidance of doubt, notwithstanding anything herein or in the other Loan Documents to the contrary, no action in any jurisdiction that is not a Permitted Jurisdiction or required by the Laws of any jurisdiction that is not a Permitted Jurisdiction shall be required in order to create any security interests in assets located, titled, registered or filed outside of a Permitted Jurisdiction or to perfect such security interests (it being understood that there shall be no security agreement or pledge agreement governed by the Laws of any jurisdiction that is not a Permitted Jurisdiction). Agent may grant extensions of time for the perfection of security interests in particular assets and the delivery of assets and Security Documents (other than U.S. Security Documents) or any other compliance with the requirements of this Section 10.1.9 where it reasonably determines, in consultation with the Borrower Agent, that perfection or compliance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or such Security Documents. For the avoidance of doubt, no additional Subsidiary that is formed or acquired after the Original Closing Date that is not a U.S. Subsidiary Obligor shall be subject to the U.S. Facility Collateral and Guarantee Requirement. (b) Each of the Obligors will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, Lien registrations, fixture filings, mortgages, deeds of trust, landlord waivers and other documents), which may be required under any Applicable Law, or which Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Obligors. The Company will Obligors also agree to provide to Agent, from time to time cause upon request, evidence reasonably satisfactory to Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (c) If any assets (including any real property or improvements thereto or any interest therein) having a book value or fair market value of (a) $500,000 or more in the aggregate during the Senior Term Period or (b) $5,000,000 or more in the aggregate at any other time are acquired by any Obligor after the Closing Date or through the acquisition of a Subsidiary Obligor or through the conversion of a Subsidiary into a Subsidiary Obligor (other than than, in each case, assets constituting Collateral under any Security Document that become subject to the Lien of such Security Document upon acquisition thereof), the Parent Borrower or, if applicable, the relevant Subsidiary Obligor will notify Agent and the Lenders thereof, and, if reasonably requested by Agent or the Required Lenders, the Parent Borrower will cause such assets to be subjected to a Lien securing all Obligations of the Obligor Group of which the Obligor which is the direct owner of such Subsidiary Obligor is a member and will take, and cause the Subsidiary Obligors to take, such actions as shall be necessary or reasonably requested by Agent to grant and perfect such Liens, including actions described in paragraph (xb) an Immaterial of this Section, all at the expense of the Obligors. (d) Any Subsidiary that is organized in any jurisdiction approved by Agent and Lenders, but is not a Canadian Subsidiary, UK Subsidiary or (y) U.S. Subsidiary, may, at the election of the Borrower Agent and with the written approval of Agent and Lenders, become a Foreign Subsidiary that does not constitute Borrower hereunder (such Subsidiary, a Material Foreign Subsidiary“New Borrower”) within 30 days upon (i) the execution and delivery to Agent and/or Security Trustees (A) by the Persons required to be parties thereto (including, with respect to the amendment of this Agreement, in accordance with Section 14.1.1) of an amendment and joinder to this Agreement and the other applicable Loan Documents, together with supplements to the applicable Loan Documents executed by such New Borrower and any other Person required by the terms of such Loan Documents to be party to such supplement, which may, if agreed to by Borrower Agent and Agent, provide for the addition to this Agreement of additional agreed security principals and for any appropriate modification to the tax gross-up provisions (including the definition of the Excluded Taxes) to reflect the withholding tax rules in the applicable new jurisdiction(s), all in form and substance acceptable to Agent in all respects, (B) by such New Borrower of Security Documents in form and substance satisfactory to Agent and any relevant Security Trustee as may be required for the relevant jurisdiction (provided that, in to the case of a Foreign Subsidiaryextent appropriate with respect to such jurisdiction, the Company any such new Security Document shall be permitted in substantially the same form as any comparable Security Document to which any similarly-situated existing Obligor is party) and satisfaction of requirements substantially the same as the Collateral and Guarantee Requirement of the other Foreign Borrowers, modified as appropriate with respect to the relevant jurisdiction, (C) by an executive officer or Financial Officer of such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the same) after any such Person New Borrower (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (orand other Obligors, to the extent applicable under clauses (a)(ii) or (b)(iireasonably requested by Agent) of a completed Perfection Certificate dated as of the definition date that the joinder of such New Borrower to the applicable Loan Documents is effective (with respect to such New Borrower, the “Material Foreign SubsidiaryJoinder Date”, is designated to become a Guarantor), together with all attachments contemplated thereby, including without limitation the results of a search of the relevant Lien-related filings made with respect to join this Agreement as a Guarantor such New Borrower in the jurisdictions contemplated by such Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to join Agent that the Security Agreement as an Obligor Liens indicated by such financing statements (or similar documents) are permitted by Section 10.2.2 or have been released or will be released pursuant to appropriate release documentation delivered to Agent, (D) by Borrower Agent of a joinder agreement Borrowing Base Report incorporating such New Borrower as of the most recent month ending at least 15 days prior to the Joinder Date, (E) by a knowledgeable Senior Officer of such New Borrower of a certificate of the type described in Section 6.1(e), (F) by a duly authorized officer of such New Borrower of a certificate of the type described in Section 6.1(f), together with all attachments thereto (including, without limitation, items that are the applicable jurisdictional equivalent of those referred to in Section 6.1(h)), (G) by a knowledgeable Senior Officer of Borrower Agent, a certificate, in form and substance reasonably satisfactory to Agent, certifying that, after giving effect to the Administrative joinder of such New Borrower on the Joinder Date and any Loan or Letter of Credit to be extended or issued to or on behalf of the New Borrower on such date, no Default exists and the representations and warranties set forth in Section 9 are true and correct and (H) such other documents, instruments and agreements as Agent may reasonably require; (ii) Agent’s receipt of duly executed agreements establishing and/or evidencing each Dominion Account and related lockbox and each Controlled Account of such New Borrower, each in form and substance, and with financial institutions, satisfactory to Agent; provided(iii) Agent’s receipt of a written opinion of counsel to such New Borrower, howeveras well as any local counsel to such New Borrower or Agent, that in the event such a Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of foreign earnings under the Code form and substance satisfactory to Agent; (including the “deemed dividend” provisions of section 956 of the Code), (iiv) such guarantee will be limited to the extent necessary not previously delivered to comply Agent, Agent’s receipt of copies of policies or certificates of insurance for the insurance policies carried by such New Borrower, together with such prohibition or a loss payable endorsement naming Agent as loss payee and reasonably acceptable to prevent such repatriation Agent, all in compliance with the Loan Documents; (v) the completion of foreign earnings or Agent’s business, legal and financial due diligence (iiit being understood that examinations and appraisals conducted pursuant to this clause (v) if such limitation shall not be included in the limits on the guaranteed amount is not sufficient to avoid such prohibition number of examinations or repatriation, no such guarantee shall be required. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion appraisals provided in Section 10.1.1) with respect to its guarantee such New Borrower, with results satisfactory to Agent, and grant of security interests, as Agent’s and the Administrative Agent deems necessary or advisable to carry out the intent and Applicable Lenders’ (for purposes of this clause (v), the Applicable Lenders being the Lenders that will provide a Commitment to such New Borrower) receipt of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (vi) Agent’s receipt of payoff or release letters, in form and substance satisfactory to Agent, confirming that such New Borrower is released from all obligations under any Debt not expressly permitted by this Agreement and providing a release of all of the Liens existing with respect to any such Debt in and to the assets of such New Borrower, together with termination statements and other documentation evidencing the termination of any such Liens in and to the properties and assets of such New Borrower and (vii) payment by Borrowers of all fees and expenses to be paid to Agent and/or the Lenders under the Loan Documents on or prior to the Joinder Date. (e) Each provision of the Section 10.0910.1.9 shall be subject to any applicable limitation set forth in the applicable Security Documents and the Agreed Security Principles.

Future Subsidiaries; Further Assurances. The Company Guarantor will from time to time cause (a) any Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign present Wholly Owned Subsidiary that does is not constitute a Material Foreign Subsidiary) Guarantor within 30 days after notice from the Collateral Agent or (provided that, in the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the sameb) any future Wholly Owned Subsidiary within 30 days after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Wholly Owned Subsidiary”, is designated to become a Guarantor), to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Collateral Agent; providedPROVIDED, howeverHOWEVER, that in the event such a Wholly Owned Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Obligations, or if such a guarantee by any Material Foreign foreign Subsidiary would result in a repatriation of a material amount of foreign earnings under the Code (including the “"deemed dividend” " provisions of section 956 of the Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no the Borrower and its other Subsidiaries will pledge the stock of such guarantee shall Wholly Owned Subsidiary (or as much of such stock as may be requiredpledged without resulting in such a repatriation) to the Collateral Agent to secure the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Collateral Agent. Each The Guarantor will, promptly upon the request of the Administrative Collateral Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interests, as the Administrative Collateral Agent deems necessary or advisable to carry out the intent and purposes purpose of this Section 10.092.

Future Subsidiaries; Further Assurances. The Company will from time to time cause (a) any Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign present Wholly Owned Subsidiary that does is not constitute a Material Foreign Subsidiary) Guarantor within 30 days after notice from the Agent or (provided that, in the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the sameb) any future Wholly Owned Subsidiary within 30 days after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Wholly Owned Subsidiary”, is designated to become a Guarantor), to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that in the event such a Wholly Owned Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Credit Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of foreign earnings under the Code (including the “"deemed dividend” " provisions of section 956 of the Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no the Company and its other Subsidiaries will pledge the stock of such guarantee shall Wholly Owned Subsidiary (or as much of such stock as may be requiredpledged without resulting in such a repatriation) to the Agent to secure the Credit Obligations pursuant to a pledge agreement in form and substance satisfactory to the Agent. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interests, as the Administrative Agent deems necessary or advisable to carry out the intent and purposes purpose of this Section 10.092.

Future Subsidiaries; Further Assurances. The Company will from time to time cause (a) any Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign present Wholly Owned Subsidiary that does is not constitute a Material Foreign Subsidiary) Guarantor within 30 days after notice from the Agent or (provided that, in the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the sameb) any future Wholly Owned Subsidiary within 30 days after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Wholly Owned Subsidiary”, is designated to become a Guarantor), to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the event such a Wholly Owned Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Credit Obligations, or if such a guarantee by any Material Foreign Subsidiary would result in a repatriation of a material amount of foreign earnings under the Code (including the “"deemed dividend” " provisions of section 956 of the Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no the Company and its other Subsidiaries will pledge the stock of such guarantee shall Wholly Owned Subsidiary (or as much of such stock as may be requiredpledged without resulting in such a repatriation) to the Agent to secure the Credit Obligations pursuant to a pledge agreement in substantially the form of Exhibit 9.9, subject to Section 6.13.5. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interestsguarantee, as the Administrative Agent deems necessary or advisable to carry out the intent and purposes of this Section 10.099.

Future Subsidiaries; Further Assurances. The Company Borrower will from time to time cause (a) any present wholly owned subsidiary that is not a Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign Subsidiary that does not constitute a Material Foreign Subsidiary) within 30 days (provided that, in after notice from the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the same) after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary Lender or (b) in the case of a Foreign Subsidiary, any future wholly owned subsidiary within 30 days after any such person becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Subsidiary”, is designated to become a Guarantor)wholly owned subsidiary, to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative AgentLender; provided, however, that in the event such a Subsidiary wholly owned subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Secured Obligations, or if such a guarantee by any Material Foreign Subsidiary foreign subsidiary would result in a repatriation of foreign earnings under the Internal Revenue Code (including the “"deemed dividend” " provisions of section 956 of the Internal Revenue Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no the Borrower and its other Subsidiaries will pledge the stock of such guarantee shall wholly owned subsidiary (or as much of such stock as may be requiredpledged without resulting in such a repatriation) to the Lender to secure the Secured Obligations pursuant to a pledge agreement in form and substance satisfactory to the Lender. Each Guarantor Borrower and each Subsidiary will, promptly upon the request of the Administrative Agent Lender from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interests, as the Administrative Agent Lender deems necessary or advisable to carry out the intent and purposes purpose of this Section 10.095.

Future Subsidiaries; Further Assurances. The Company will from time to time cause (a) any Subsidiary (other than (x) an Immaterial Subsidiary or (y) a Foreign present Wholly Owned Subsidiary that does is not constitute a Material Foreign Subsidiary) Guarantor within 30 days after notice from the Managing Agent or (provided that, in the case of a Foreign Subsidiary, the Company shall be permitted such additional time as may be reasonably necessary to effectuate the purposes of this Section 10.09 provided the Company is diligently pursuing the sameb) any future Wholly Owned Subsidiary within 30 days after any such Person (a) in the case of a Domestic Subsidiary, ceases to be an Immaterial Subsidiary or (b) in the case of a Foreign Subsidiary, becomes a Material Foreign Subsidiary (or, to the extent applicable under clauses (a)(ii) or (b)(ii) of the definition of “Material Foreign Wholly Owned Subsidiary”, is designated to become a Guarantor), to join this Agreement as a Guarantor and to join the Security Agreement as an Obligor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Managing Agent; provided, however, that in the event such a Wholly Owned Subsidiary is prohibited by any valid law, statute, rule or regulation from guaranteeing the Credit Obligations, or if such a guarantee by any Material Foreign foreign Subsidiary would result in a repatriation of a material amount of foreign earnings under the Code (including the “"deemed dividend” " provisions of section 956 of the Code), (i) such guarantee will be limited to the extent necessary to comply with such prohibition or to prevent such repatriation of foreign earnings or (ii) if such limitation on the guaranteed amount is not sufficient to avoid such prohibition or repatriation, no the Company and its other Subsidiaries will pledge the stock of such guarantee shall Wholly Owned Subsidiary (or as much of such stock as may be requiredpledged without resulting in such a repatriation) to the Managing Agent to secure the Credit Obligations pursuant to a pledge agreement in form and substance satisfactory to the Managing Agent. Each Guarantor will, promptly upon the request of the Administrative Managing Agent from time to time, execute, acknowledge and deliver, and file and record, all such instruments, and take all such action, including providing a legal opinion with respect to its guarantee and grant of security interests, as the Administrative Managing Agent deems necessary or advisable to carry out the intent and purposes purpose of this Section 10.092.