Common use of Material Subsidiaries Clause in Contracts

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries Company’s subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 02(w) of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure PackageOffering Documents) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any each, a “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure PackageOffering Documents; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a material adverse effect on (i) the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement (together with paragraph (i) a “Material Adverse Effect”).

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectivelya) Subject to paragraph (d) below, the “Material Subsidiaries”Company shall procure that, at all times, the aggregate gross assets, earnings before interest, tax, depreciation and amortisation or turnover, of the Obligors (on an unconsolidated basis and excluding intra group items) are equal or exceed, respectively 85 per cent. of the only Subsidiaries that are “significant subsidiaries” Consolidated EBITDA, consolidated gross assets or consolidated turnover (as appropriate) of the Company within (excluding intra group items). (b) For this purpose: (i) the meaning gross assets, earnings before interest, tax, depreciation and amortisation or turnover of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other a Subsidiary of the CompanyCompany will be determined from its financial statements (unconsolidated if it has Subsidiaries) upon which the latest consolidated financial statements of the Company that have been delivered to the Facility Agent are based; (ii) if a Subsidiary of the Company becomes such a Subsidiary of the Company after the date on which the latest financial statements of the Company have been prepared that have been delivered to the Facility Agent, the gross assets, earnings before interest, tax, depreciation and amortisation or turnover of that Subsidiary will be determined from its latest financial statements; (iii) the consolidated gross assets, Consolidated EBITDA or consolidated turnover of the Company will be determined from its latest financial statements that have been delivered to the Facility Agent, adjusted (where appropriate) to reflect the gross assets, earnings before income tax, depreciation and amortisation or turnover of any company or business subsequently acquired or disposed of; and (iv) if a Material Subsidiary disposes of all or substantially all of its assets to another member of the issued share capital Group, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Company will be used to determine whether those Subsidiaries are Material Subsidiaries or other ownership interests in not. (c) Subject to paragraph (d) below, the Company must ensure that each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in becomes a Guarantor within 30 days of the Registration Statement, delivery to the Prospectuses Facility Agent of the first financial statements and the Disclosure Packageaccompanying Compliance Certificate pursuant to Clause 17 (Information Covenants) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each which confirm that such Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have become a Material Adverse EffectSubsidiary. (d) Guarantors will not be required to give guarantees or enter into Security Documents if that would contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer provided that the Guarantor shall use all reasonable endeavours to overcome any such obstacle.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, In the event any Person is or becomes a “direct or indirect Material Subsidiary” and, collectivelySubsidiary of any Loan Party, the “Material Subsidiaries”) are Borrower shall notify each Agent of each such event or transaction concurrently with the only Subsidiaries that are “significant subsidiaries” delivery of the Company deliverables for the Closing Date and with each Compliance Certificate, provided that upon the completion of the corresponding acquisitions, any direct or indirect Subsidiary that is acquired or that results from the consummation of the Origin House Acquisition, the Hope Heal Health Acquisition or the Tryke Acquisition and that is a Material Subsidiary of any Loan Party after the consummation of such acquisition shall all be Material Subsidiaries for purposes of this Agreement. Each Material Subsidiary of a Loan Party shall within thirty (30) days after becoming a Material Subsidiary (or such later date as may be agreed by the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material Administrative Agent in its sole and absolute discretion): (a) become (if not already a party thereto) a party to the Company; no Subsidiary is currently prohibitedGuaranty, directly or indirectlythe Security Agreement and any other Security Document requested by the Collateral Agent, from paying any dividends in a manner reasonably satisfactory to the CompanyCollateral Agent; (b) pursuant to, from making any other distribution on such Subsidiary’s capital stock, from repaying and to the Company extent required by, the Security Agreement (taking into account any loans thresholds, carve-outs or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets other limitations set forth therein), pledge to the Company or any other Subsidiary Collateral Agent for the benefit of the Company; Lenders (i) all of the issued share capital of outstanding Equity Interests owned directly by such Material Subsidiary, along with undated stock or other ownership interests powers for such certificates, executed in each blank (or, if any such Equity Interests are uncertificated, or if any such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary have Subsidiary, confirmation and evidence satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been duly pledged to and validly authorized and issued and are fully paid and non-assessable perfected by the Lender in accordance with the UCC, PPSA or any similar law which may be applicable), and (except ii) all notes evidencing intercompany Indebtedness in favor of such Material Subsidiary, as otherwise set forth the case may be, in accordance with the Registration Statementterms of the Security Documents; (c) deliver to the Collateral Agent copies of (i) UCC, PPSA or similar search reports for the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lienapplicable jurisdiction, chargefederal, mortgageprovincial, pledge, security interest, claim, state or other encumbrance of any kind whatsoever tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (any “Lien”); each Material but prior to) the date such Person becomes a Subsidiary has been duly organized Guarantor and validly exists a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as a corporationthe debtor, partnership and pending litigation and bankruptcies against such Person, and which are filed or limited liability company in good standing under the laws of the jurisdiction of its organizationpending, with full corporate power and authority to ownas applicable, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the character other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (none of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, trademarks or location copyrights form a part of the Collateral being granted by such Person; (d) deliver to the Collateral Agent (i) acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such other in form and substance satisfactory to the Collateral Agent, such UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent as the secured party, and filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to perfect the first priority security interest of the Collateral Agent pursuant to the Security Agreement, and (ii) appropriate trademark, copyright and patent security agreements or supplements to be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver to the Collateral Agent (i) a pledge from any Loan Party that is the direct parent of such Material Subsidiary of its properties Equity Interests in such Material Subsidiary in favor of the Lender pursuant to the Security Agreement (ownedor a reaffirmation of such pledge if such direct parent is already a party to the Security Agreement), leased or licensedtogether with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) or any other Security Documents reasonably requested by the nature or conduct Collateral Agent in respect of such Loan Party’s pledge of its business makes Equity Interests in such qualification necessaryMaterial Subsidiary in favor of the Collateral Agent, except in each case, in form and substance reasonably satisfactory to the Collateral Agent. In the event that the Borrower or any of its Subsidiaries completes an acquisition or a disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary, then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for those failures the purpose of calculating Consolidated Total Revenue and (ii) on the last date of such period for the purpose of calculating Consolidated Total Assets. The foregoing shall be accompanied with other documentary evidence, reasonably requested by the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent, that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Material Subsidiary authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be so qualified or maintained pursuant to Section 7.7. The Borrower may cause Subsidiaries that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in good standing which (individually or in the aggregate) could not reasonably be expected this Section 7.15 applicable to have a Material Adverse EffectSubsidiary, and such Subsidiary shall become a Loan Party effective upon the completion of such documents and instruments.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 “D” hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the U.S. Securities Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company, except as set out under the Project Financing Agreement and with respect to any restrictions under applicable law; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Pricing Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”)Encumbrance; each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Pricing Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “a) Each Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” Subsidiary of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibiteda business entity duly organized, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly validly existing and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the its jurisdiction of its organization, with full corporate power has all business entity powers and authority all governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and to conduct carry on its business as described now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the Registration Statementaggregate, a Material Adverse Effect on the Prospectuses and the Disclosure Package; each Company. Each such Material Subsidiary is duly qualified to do business as a foreign business entity and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes where such qualification is necessary, except for those failures jurisdictions where failure to be so qualified or in good standing which (would not reasonably be expected to have, individually or in the aggregate) could not reasonably be expected to have , a Material Adverse EffectEffect on the Company. All Material Subsidiaries of the Company and their respective jurisdictions of organization are identified in the Company 10-K. (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Material Subsidiary of the Company, is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no outstanding (i) securities of the Company or any of its Material Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Material Subsidiary of the Company or (ii) options or other rights to acquire from the Company or any of its Material Subsidiaries, or other obligation of the Company or any of its Material Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Material Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "Company Subsidiary Securities"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, in accordance with applicable laws, from making any other distribution on such Material Subsidiary’s capital stockstock or similar ownership interest, from repaying to the Company any loans or advances to such Material Subsidiary from the Company or from transferring any of such Material Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (shares or other ownership interests in the capital of the applicable Material Subsidiary and, except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) , are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any each, a “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Packagebusiness; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties assets (owned, leased including any royalty or licensedother interest) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could would not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “Material ‎‎”Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are ‎are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under ‎under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly ‎directly or indirectly, from paying any dividends to the Company, from making any other distribution ‎distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances ‎advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property ‎property or assets to the Company or any other Subsidiary of the Company; all of the issued share ‎share capital of or other ownership interests in each Material Subsidiary have been duly and validly ‎validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly ‎directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security ‎security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary ‎Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability ‎liability company in good standing under the laws of the jurisdiction of its organization, with full corporate ‎corporate power and authority to own, lease and operate its properties and to conduct its business as ‎as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material ‎Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which ‎which the character or location of its properties (owned, leased or licensed) or the nature or conduct ‎conduct of its business makes such qualification necessary, except for those failures to be so qualified ‎qualified or in good standing which (individually or in the aggregate) could not reasonably be expected ‎expected to have a Material Adverse Effect.Effect.‎

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect. A “Material Adverse Effect” for this Agreement shall mean any fact, change, event, circumstance or effect which is or is reasonably likely to have a material adverse effect on (i) the Company’s business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, or assets, in all cases, whether or not arising in the ordinary course of business and considered on a consolidated basis or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any each, a “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, In the event any Person is or becomes a “direct or indirect Material Subsidiary” and, collectivelySubsidiary of any Loan Party, the “Material Subsidiaries”) are Borrower shall notify each Agent of each such event or transaction concurrently with the only Subsidiaries that are “significant subsidiaries” delivery of the Company deliverables for the Closing Date and with each Compliance Certificate, provided that upon the completion of the corresponding acquisitions, any direct or indirect Subsidiary that is acquired or that results from the consummation of the Origin House Acquisition, the Hope Heal Health Acquisition or the Tryke Acquisition and that is a Material Subsidiary of any Loan Party after the consummation of such acquisition shall all be Material Subsidiaries for purposes of this Agreement. Each Material Subsidiary of a Loan Party shall within thirty (30) days after becoming a Material Subsidiary (or such later date as may be agreed by the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material Administrative Agent in its sole and absolute discretion):‌ (a) become (if not already a party thereto) a party to the Company; no Subsidiary is currently prohibitedGuaranty, directly or indirectlythe Security Agreement and any other Security Document requested by the Collateral Agent, from paying any dividends in a manner reasonably satisfactory to the CompanyCollateral Agent; (b) pursuant to, from making any other distribution on such Subsidiary’s capital stock, from repaying and to the Company extent required by, the Security Agreement (taking into account any loans thresholds, carve-outs or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets other limitations set forth therein), pledge to the Company or any other Subsidiary Collateral Agent for the benefit of the Company; Lenders (i) all of the issued share capital of outstanding Equity Interests owned directly by such Material Subsidiary, along with undated stock or other ownership interests powers for such certificates, executed in each blank (or, if any such Equity Interests are uncertificated, or if any such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary have Subsidiary, confirmation and evidence satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been duly pledged to and validly authorized and issued and are fully paid and non-assessable perfected by the Lender in accordance with the UCC, PPSA or any similar law which may be applicable), and (except ii) all notes evidencing intercompany Indebtedness in favor of such Material Subsidiary, as otherwise set forth the case may be, in accordance with the Registration Statementterms of the Security Documents; (c) deliver to the Collateral Agent copies of (i) UCC, PPSA or similar search reports for the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lienapplicable jurisdiction, chargefederal, mortgageprovincial, pledge, security interest, claim, state or other encumbrance of any kind whatsoever tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (any “Lien”); each Material but prior to) the date such Person becomes a Subsidiary has been duly organized Guarantor and validly exists a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as a corporationthe debtor, partnership and pending litigation and bankruptcies against such Person, and which are filed or limited liability company in good standing under the laws of the jurisdiction of its organizationpending, with full corporate power and authority to ownas applicable, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the character other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (none of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, trademarks or location copyrights form a part of the Collateral being granted by such Person; (d) deliver to the Collateral Agent (i) acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such other in form and substance satisfactory to the Collateral Agent, such UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent as the secured party, and filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to perfect the first priority security interest of the Collateral Agent pursuant to the Security Agreement, and (ii) appropriate trademark, copyright and patent security agreements or supplements to be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver to the Collateral Agent (i) a pledge from any Loan Party that is the direct parent of such Material Subsidiary of its properties Equity Interests in such Material Subsidiary in favor of the Lender pursuant to the Security Agreement (ownedor a reaffirmation of such pledge if such direct parent is already a party to the Security Agreement), leased or licensedtogether with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) or any other Security Documents reasonably requested by the nature or conduct Collateral Agent in respect of such Loan Party’s pledge of its business makes Equity Interests in such qualification necessaryMaterial Subsidiary in favor of the Collateral Agent, except in each case, in form and substance reasonably satisfactory to the Collateral Agent. In the event that the Borrower or any of its Subsidiaries completes an acquisition or a disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary, then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for those failures the purpose of calculating Consolidated Total Revenue and (ii) on the last date of such period for the purpose of calculating Consolidated Total Assets. The foregoing shall be accompanied with other documentary evidence, reasonably requested by the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent, that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Material Subsidiary authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be so qualified or maintained pursuant to Section 7.7. The Borrower may cause Subsidiaries that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in good standing which (individually or in the aggregate) could not reasonably be expected this Section 7.15 applicable to have a Material Adverse EffectSubsidiary, and such Subsidiary shall become a Loan Party effective upon the completion of such documents and instruments.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 3 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Material Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Material Subsidiary’s property or assets to the Company or any other Material Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. (a) The Subsidiaries listed Loan Parties shall cause any Person which becomes a Material Subsidiary after the Restatement Effective Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F-1 satisfactory to the Administrative Agent in all respects and executed and delivered to the Administrative Agent within ten (10) Domestic Business Days after the day on Schedule 2 which such Person became a Material Subsidiary. The Company shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (n) to be delivered to the Administrative Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Company shall, and shall cause any U.S. Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Company and such Pledgor Subsidiary, of the shares of Capital Securities or equivalent equity interests in any Person which becomes a Material Non-U.S. Subsidiary after the Restatement Effective Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Company or such Pledgor Subsidiary to the Administrative Agent within ten (each10) Domestic Business Days after the day on which such Person became a Material Non-U.S. Subsidiary and shall deliver to the Administrative Agent such shares of capital stock together with stock powers executed in blank. The Company shall also cause the items specified in Section 3.01(c), a (f) and (n) to be delivered to the Administrative Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Material Non-U.S. Subsidiary. As used herein, “Material Non-U.S. Subsidiary” andmeans a Non-U.S. Subsidiary whose Capital Securities are held by the Company or by a U.S. Subsidiary and which accounts for (or in the case of a recently formed or acquired Non-U.S. Subsidiary would so account for on a pro forma historical basis) at least 2% of Consolidated Net Income (determined on any date as of the last day of the Fiscal Quarter immediately preceding such date) or has total assets of at least 2% of Consolidated Total Assets (determined on any date as of the last day of the Fiscal Quarter immediately preceding such date). The Borrowers and the Guarantors acknowledge and agree that the Administrative Agent and Banks may at any one time after the Closing Date request the Borrowers to obtain (and the Borrower shall deliver to the Administrative Agent within 30 calendar days of such request) a legal opinion in form and content reasonably satisfactory to Administrative Agent from counsel licensed in Canada confirming that the Pledge Agreement constitutes a valid, collectivelyenforceable and perfected first priority security interest in and lien upon the Collateral (as defined in the Pledge Agreement) under the applicable laws of Canada. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.26(a) or any shares of capital stock of a Material Non-U.S. Subsidiary are pledged to the Administrative Agent in accordance with Section 5.26(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the “shares of capital stock in such Material Non-U.S. Subsidiary (including, without limitation, all initial Material Foreign Subsidiaries”) are shall remain subject to the only Subsidiaries pledge to the Administrative Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Non-U.S. Subsidiary ceases to be a Material Non-U.S. Subsidiary; provided that are “significant subsidiaries” if a Material Subsidiary or Material Non-U.S. Subsidiary ceases to be a Subsidiary of the Company within as a result of the meaning Company’s transfer or sale of Rule 1-02 one hundred percent (100%) of Regulation S-X under the Act capital stock of such Subsidiary held by such U.S. Subsidiary or are otherwise material of all or substantially all the assets of such Subsidiary in accordance with and to the Company; no Subsidiary is currently prohibitedextent permitted by the terms of Section 5.14, directly or indirectly, from paying any dividends the Administrative Agent and the Banks agree to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to release such Subsidiary from the Company or from transferring any Guaranty and release (x) the shares of capital stock of such Subsidiary’s property or assets Subsidiary from the Pledge Agreement and (y) to the Company or any other extent encumbered thereby, the assets of such Subsidiary from the Lien of the Company; all Security Agreement. (d) The Company and Guarantors acknowledge that ScanSource Properties, LLC is not an Initial Guarantor because the Company has advised the Administrative Agent and Banks that ScanSource Properties, LLC is party to an agreement that prohibits ScanSource Properties, LLC from being a Guarantor (the “Restrictive Provision”). The U.S. Borrowers and Guarantors shall immediately notify the Administrative Agent if there is any modification, expiration or termination of the issued share capital Restrictive Provision. The U.S. Borrower and Guarantors shall cause ScanSource Properties, LLC to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F-1 satisfactory to the Administrative Agent in all respects and executed and delivered to the Administrative Agent within ten (10) Domestic Business Days after the day on which there is any modification, expiration or termination of or other ownership interests the Restrictive Provision which would allow ScanSource Properties, LLC to execute such documentation. The U.S. Borrower shall also cause the items specified in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable Section 3.01(c), (f), (h), (i) and (except as otherwise set forth n) to be delivered to the Administrative Agent concurrently with the instruments referred to above, modified appropriately to refer to such instrument and ScanSource Properties, LLC. (e) The Company shall promptly notify the Administrative Agent in the Registration Statement, event that the Prospectuses and the Disclosure Packagesum of: (1) are owned directly or indirectly all Investments made by the Company free and clear Subsidiaries of any lienthe Company in Netpoint and the Subsidiaries of Netpoint; plus (2) the outstanding principal amount of Advances made under this Agreement the proceeds of which are deposited in an account that Netpoint controls, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever exceeds $5,000,000 (any a “LienNetpoint Triggering Event”); each Material Subsidiary has been . At any time after the occurrence of a Netpoint Triggering Event, the Administrative Agent may request (and within 45 days after such request) the Company shall deliver a legal opinion in form and content reasonably satisfactory to the Administrative Agent from legal counsel licensed in Florida stating: (i) Netpoint is duly organized incorporated, validly existing and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction State of its organization, with full corporate Florida; (ii) Netpoint has all requisite power and authority to own, lease enter into and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses perform under this Agreement and the Disclosure PackageLoan Documents to which it is a party; each Material Subsidiary and (iii) this Agreement and the Loan Documents to which Netpoint is a party have been duly qualified to do business authorized, executed and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effectdelivered by Netpoint.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 A hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company Corporation within the meaning of Rule 1-02 of Regulation S-X under the U.S. Securities Act or are otherwise material to the CompanyCorporation; except as restricted by the Orion Agreements, no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the CompanyCorporation, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company Corporation any loans or advances to such Subsidiary from the Company Corporation or from transferring any of such Subsidiary’s property or assets to the Company Corporation or any other Subsidiary of the CompanyCorporation; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure PackageOffering Documents) are owned directly or indirectly by the Company Corporation free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure PackageOffering Documents; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Material Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company Corporation within the meaning of Rule 1-02 02(w) of Regulation S-X under the Act or are otherwise material to the CompanyCorporation; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the CompanyCorporation, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company Corporation any loans or advances to such Subsidiary from the Company Corporation or from transferring any of such Subsidiary’s property or assets to the Company Corporation or any other Subsidiary of the CompanyCorporation; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure PackageOffering Documents) are owned directly or indirectly by the Company Corporation free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any each, a “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure PackageOffering Documents; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 3 hereto (each, a “‘Material Subsidiary” ’ and, collectively, the “‘Material Subsidiaries”’) are the only Subsidiaries that are “’significant subsidiaries” ’ of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Material Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Material Subsidiary’s property or assets to the Company or any other Material Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “‘Lien”’); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 I hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Material Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Material Subsidiary’s property or assets to the Company or any other Material Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto Bxxxxxx Power Corporation and Bxxxxxx Hong Kxxx Limited (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Securities Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses Time of Sale Prospectus and the Disclosure Package) Prospectuses are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses Time of Sale Prospectus and the Disclosure PackageProspectuses; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect. A “Material Adverse Effect” for this Agreement shall mean any fact, change, event, circumstance or effect which is or is reasonably likely to have a material adverse effect on (i) the Company’s business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, or assets, in all cases, whether or not arising in the ordinary course of business and considered on a consolidated basis or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 (a) Within thirty (30) days of the --------------------- acquisition or creation of any Material Subsidiary or any existing Subsidiary becoming a Material Subsidiary, cause to be delivered to the Agent each of the following: (i) a Guaranty Agreement substantially in the form attached hereto as Exhibit K; --------- (eacha) to the extent required by clause (b) hereof, the Pledged Stock, together with duly executed stock powers in blank affixed thereto, and (b) if such Collateral shall be owned by a Subsidiary who has not then executed and delivered to the Agent a security instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a “Material Subsidiary” and, collectively, Pledge Agreement substantially similar in form and content to that executed and delivered by the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” Borrower as of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material Closing Date, with appropriate revisions as to the Company; no identity of the pledgor and securing the obligations of such pledgor under its Guaranty Agreement; (iii) an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty Agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 6.01(b) hereof), to the effect that: (A) such Subsidiary is currently prohibitedduly organized, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly validly existing and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of in the jurisdiction of its organization, with full corporate has the requisite power and authority to own, lease and operate own its properties and to conduct its business as then owned and then proposed to be conducted; and (B) the execution, delivery and performance of the Guaranty Agreement and other Loan Documents described in clause (i) and (ii) of this Section 8.19 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate action (including any required shareholder approval), such agreements have been duly executed and delivered and constitute valid and binding obligations of such Subsidiary, enforceable against such Subsidiary in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity); and (iv) current copies of the charter documents, including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 8.19 and evidence satisfactory to the Agent (confirmation of the receipt of which will be provided by the Agent) that such Subsidiary is Solvent as of such date and after giving effect to the Guaranty Agreement. (b) Cause at all times the Agent to have a duly perfected first priority security interest in (x) all of the issued and outstanding capital stock of Subsidiaries which together with the Borrower have assets and pre-tax income equal to not less than 80% of Consolidated Total Assets (calculated as provided in the definition "Material Subsidiaries") and 80% of Consolidated Pre-Tax Income (calculated as referred to above) and (y) all the outstanding capital stock of each Subsidiary which either owns 10% or more of Consolidated Total Assets (calculated as referred to above) or 10% of Consolidated Pre-Tax Income. (c) Cause at all times, or within the time set forth in clause (a) of this Section 8.19 in the case of a Material Subsidiary described therein, ------------ Subsidiaries, together with the Borrower, who have assets equal to not less than 85% of Consolidated Total Assets (as calculated as described in the Registration Statement, the Prospectuses and the Disclosure Package; each definition of Material Subsidiary is duly qualified to do business ) and is in good standing in each jurisdiction in which the character or location pre-tax income of its properties not less than 85% of Consolidated Pre-Tax Income (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or calculated as described in the aggregatedefinition of Material Subsidiary ) could not reasonably be expected to have executed and delivered to the Agent a Material Adverse EffectGuaranty Agreement.

Material Subsidiaries. The Each of BNSF's Material Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been --------------------- duly organized incorporated or formed under all applicable Laws, is validly existing and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction Laws of its organization, with jurisdiction and has full corporate or legal power and authority all material governmental licenses, authorizations, consents and approvals required to own, lease and operate its properties and to conduct carry on its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each now conducted. Each of BNSF's Material Subsidiary Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which where the character of the property owned or location of its properties (owned, leased or licensed) by it or the nature or conduct of its business activities makes such qualification necessary, except for those failures jurisdictions where the failure to be so qualified or in good standing which (qualified, individually or in the aggregate) could , would not be reasonably be expected likely to have a Material Adverse EffectEffect on BNSF. All of the outstanding shares and other ownership interests of BNSF's Material Subsidiaries that are held directly or indirectly by BNSF are validly issued, fully paid and nonassessable; all such shares and other ownership interests are owned directly or indirectly by BNSF, free and clear of all material Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Other than those obligations identified in Section 4.6 of the BNSF Disclosure Letter, there are no outstanding (i) ----------- securities of BNSF or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of BNSF or (ii) options or other rights to acquire from BNSF or any of its Subsidiaries, and no other obligation of BNSF or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock voting securities or ownership interests in, any Subsidiary of BNSF (the capital stock of each Subsidiary of BNSF, together with the items in clauses (i) and (ii), being referred to collectively as the "BNSF Subsidiary Securities"). -------------------------- There are no outstanding obligations of BNSF or any Subsidiary of BNSF to repurchase, redeem or otherwise acquire any outstanding BNSF Subsidiary Securities.

Material Subsidiaries. The Material Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the U.S. Securities Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, in accordance with Applicable Laws, from making any other distribution on such Material Subsidiary’s capital stockstock or similar ownership interest, from repaying to the Company any loans or advances to such Material Subsidiary from the Company or from transferring any of such Material Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (shares or other ownership interests in the capital of the applicable Material Subsidiary and, except as otherwise set forth in the Registration Statement, the Prospectuses and the Pricing Disclosure Package) , are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”)Encumbrance; each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Packagebusiness; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties assets (owned, leased including any royalty or licensedother interest) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could would not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “"Material Subsidiary” " and, collectively, the “"Material Subsidiaries”") are the only Subsidiaries that are “"significant subsidiaries” " of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s 's capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s 's property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “"Lien”"); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Subsidiaries listed on Schedule 2 hereto (each, a “"Material Subsidiary” " and, collectively, the “"Material Subsidiaries”") are the only Subsidiaries that are “"significant subsidiaries” " of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Material Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Material Subsidiary’s 's capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Material Subsidiary’s 's property or assets to the Company or any other Material Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “"Lien”"); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

Material Subsidiaries. The Each of BNSF's Material Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized incorporated or formed under all applicable Laws, is validly existing and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction Laws of its organization, with jurisdiction and has full corporate or legal power and authority all material governmental licenses, authorizations, consents and approvals required to own, lease and operate its properties and to conduct carry on its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each now conducted. Each of BNSF's Material Subsidiary Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which where the character of the property owned or location of its properties (owned, leased or licensed) by it or the nature or conduct of its business activities makes such qualification necessary, except for those failures jurisdictions where the failure to be so qualified or in good standing which (qualified, individually or in the aggregate) could , would not be reasonably be expected likely to have a Material Adverse EffectEffect on BNSF. All of the outstanding shares and other ownership interests of BNSF's Material Subsidiaries that are held directly or indirectly by BNSF are validly issued, fully paid and nonassessable; all such shares and other ownership interests are owned directly or indirectly by BNSF, free and clear of all material Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Other than those obligations identified in Section 4.6 of the BNSF Disclosure Letter, there are no outstanding (i) securities of BNSF or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of BNSF or (ii) options or other rights to acquire from BNSF or any of its Subsidiaries, and no other obligation of BNSF or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock voting securities or ownership interests in, any Subsidiary of BNSF (the capital stock of each Subsidiary of BNSF, together with the items in clauses (i) and (ii), being referred to collectively as the "BNSF Subsidiary Securities"). There are no outstanding obligations of BNSF or any Subsidiary of BNSF to repurchase, redeem or otherwise acquire any outstanding BNSF Subsidiary Securities.