Common use of New Subsidiaries Clause in Contracts

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Within 30 Business Days after the formation date of the acquisition or acquisition creation of any new direct Subsidiary by the Borrower or indirect a Subsidiary of the Borrower after or in the date hereof (i) notify the Administrative Agent case of a Minority ASC Entity or Non-Wholly Owned ASC Subsidiary which becomes a Wholly-Owned Subsidiary, such event, (ii) amend the Security Documents as appropriate in light of such event Person will cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% Lenders each of the Equity Securities following: (i) in the case of each Person which becomes a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, a joinder to the Guarantee and execute and deliver all documents Collateral Agreement; (ii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a corporation, a limited liability company or instruments required thereunder a partnership that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or appropriate to perfect partnership, as the security interest created therebycase may be, of such Person pertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) deliver in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest of such limited liability company or partnership, as the case may be, with respect to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary registration of the Borrower after Lien on membership or partnership interests in such Subsidiary, as the date hereof to guarantee the Obligations pursuant to documentation case may be, of such Person which is acknowledgment shall be in form and substance satisfactory to the Administrative Agent; (iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or, a Subsidiary (other than a Non-Wholly-Owned ASC Subsidiary) of the Borrower, of such Subsidiary, certified as true, correct and complete by the Authorized Officer of the relevant Credit Party (provided that the failure to deliver such supplement shall not impair the rights conferred under the Collateral Documents in after acquired Collateral and Pledged Collateral); (v) cause each to the extent requested by Agent in its reasonable discretion, an opinion or opinions of counsel to the Borrower and such Person that becomes Subsidiary (other than a direct or indirect Subsidiary after Non-Wholly-Owned ASC Subsidiary), dated as of the date hereof of delivery of any of the documents provided in the foregoing clause (i) and addressed to execute a pledge the Agent and security agreement the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative AgentAgent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1.7), to the effect that: (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction listed on the schedule attached to such opinion; (B) the execution, delivery and performance of the Guarantee and Collateral Agreement, described in clause (i) of this Section 7.1.12, have been duly authorized by all requisite action (including any required shareholder, member or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights and remedies generally, or to general principles of equity, whether enforcement thereof is considered in a court of law or equity; and (C) all financing statements, instruments and documents are in a form which is sufficient to create a security interest in favor of the Agent in the Pledged Collateral and the Collateral, as the case may be; (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property in the case of any Non-Wholly Owned ASC Subsidiary or Minority ASC Entity that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or partnership, as the case may be, of such Person owned by each such Person that becomes a direct the Borrower or indirect any Subsidiary of the Borrower after the date hereofpertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto; (vii) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor current copies of the Collateral Agent for the benefit charter documents, including, limited liability agreements and certificates of the Lenders a validformation, legal partnership agreements and perfected first-priority security interest in certificates of limited partnership, if applicable, and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business bylaws of such Subsidiary), minutes of duly called and conducted meetings (viior duly effected consent actions) deliver an opinion of counsel the Board of Directors, members, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in form this Section 7.1.12 and substance evidence satisfactory to the Administrative Agent with respect (confirmation of the receipt of which will be provided by the Agent to each the Lenders) that such Person Subsidiary is Solvent as of such date and after giving effect to the matters set forth in this sectionexecution of any of the documents required by clause (i) above.

New Subsidiaries. The (a) Any new Subsidiary (other than permitted Excluded Subsidiaries and Receivables SPVs) created or acquired by a Borrower shall, at its own expense, promptlyas permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent providing that such Subsidiary shall become a Borrower hereunder, and in any event within ten (10y) Business Days after providing such other documentation as the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof Administrative Agent may reasonably request, including, without limitation, (i) notify the Administrative Agent of KYC Requirement Information with respect to such eventnew Subsidiary, (ii) amend the Security Documents as appropriate in light of such event to pledge applicable documentation with respect to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyconditions specified in Section 4.01(a), clauses (i) through (iv), (iii) deliver evidence that all insurance required to be maintained pursuant to the Collateral Agent all stock certificates Loan Documents has been obtained and other instruments added is in effect with respect to the Collateral thereby free and clear of all Lienssuch new Subsidiary, accompanied by undated stock powers together with insurance binders or other instruments satisfactory certificates of transfer executed in blankinsurance, (iv) cause each Person that becomes a direct or indirect the results of UCC searches with respect to such new Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, and (v) cause each such Person that becomes a direct or indirect Subsidiary after an opinion of in-house counsel to the date hereof to execute a pledge and security agreement Parent, in form and substance reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by (x) each such Person new Subsidiary that becomes a direct or indirect Subsidiary of the Borrower after the date hereofis organized under California, Delaware and/or New York law, and (y) required by law or reasonably requested by such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to be filed, registered amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereof. (b) The Parent shall at all times directly or recorded in order to create in favor indirectly through a Subsidiary own all of the Collateral Agent for the benefit Equity Interests of each of the Lenders a valid, legal and perfected first-priority security interest in and lien on Subsidiaries (other than the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such SubsidiaryExcluded Subsidiaries), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shallshall notify Agent of such event and, at its own expense, promptly, promptly thereafter (and in any event within ten (1030 days or such longer period as Agent may agree) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the Administrative form attached hereto as Exhibit G, and to deliver to Agent of such eventsecurity documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) amend with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Documents Agreement or the applicable Canadian Security Agreement, as appropriate applicable, providing for the pledge of the Capital Stock in light such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such event to pledge Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the Collateral extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent for together with appropriate certificates and powers or financing statements under the benefit of UCC or the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all PPSA, as applicable, or other applicable personal property or moveable property registries or other documents or instruments required thereunder or appropriate necessary to perfect the security interest created therebysuch pledge, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (viii) provide or cause each such Person that becomes a direct to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance more opinions of counsel reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement which in its opinion is appropriate and each filing customary with respect to intellectual property owned such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such Person that becomes new Restricted Subsidiary, such Restricted Subsidiary shall become a direct Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or indirect Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder. (ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent benefits to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered Agent or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall B) is Excluded Assets or otherwise would not be required with respect to intellectual property if the Administrative Agent determines that such property is not material Collateral owned by a Loan Party pursuant to the business terms of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionCollateral Documents.

New Subsidiaries. The Borrower shall(a) Upon the acquisition, at its own expense, promptly, and in any event within ten (10) Business Days after the formation incorporation or acquisition other creation of any new direct or indirect Subsidiary of the Borrower after Parent which owns or is to own a Borrowing Base Asset, the date hereof Borrowers shall (i) notify cause such Subsidiary to become a Borrower hereunder through the execution and delivery to the Administrative Agent of a Borrower Joinder Agreement on or before the earlier of (A) the date on which a Real Property Asset owned by such eventSubsidiary is included in any calculation (pro forma or otherwise) of the Borrowing Base Amount and (B) the deadline for the delivery of the next Compliance Certificate pursuant to Section 6.02(a)), and (ii) amend cause such Subsidiary to deliver such other documentation as the Security Documents as appropriate Administrative Agent may reasonably request in light connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such event Subsidiary, favorable opinions of counsel to pledge such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent for Administrative Agent. (b) Upon the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyacquisition, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers incorporation or other instruments creation of transfer executed in blank, (iv) cause each Person that becomes a any other direct or indirect Subsidiary of the Borrower after Parent (other than an Unrestricted Subsidiary), the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, Borrowers shall (vi) cause each such Person that becomes Subsidiary to become a direct or indirect Subsidiary after Guarantor hereunder through the date hereof to execute a pledge execution and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered delivery to the Administrative Agent of a Subsidiary Guarantor Joinder Agreement within thirty (provided that no filing shall be required with respect 30) days of the acquisition, incorporation or creation of such Subsidiary, and (ii) cause such Subsidiary to intellectual property if deliver such other documentation as the Administrative Agent determines that such property is not material to may reasonably request in connection with the business foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Parent Borrower shallshall notify Agent of such event and, at its own expense, promptly, promptly thereafter (and in any event within ten (1030 days or such longer period as Agent may agree) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of cause each such event, (ii) amend the Security Documents as appropriate in light of such event new Restricted Subsidiary that is not an Excluded Subsidiary to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Borrower” hereunder) and (B) a supplemental Guaranty in the Collateral form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (vii) provide or cause each such Person that becomes a direct to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance more opinions of counsel reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement which in its opinion is appropriate and each filing customary with respect to intellectual property owned such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such Person that becomes new Restricted Subsidiary, such Restricted Subsidiary shall become a direct Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or indirect Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder. (ii) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent benefits to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal of such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered Agent or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall B) is Excluded Property or otherwise would not be required with respect to intellectual property if the Administrative Agent determines that such property is not material Collateral owned by a Loan Party pursuant to the business terms of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionCollateral Documents.

New Subsidiaries. The Borrower shallWith respect to any new Subsidiary (other than an Unrestricted Subsidiary, at its own expensean Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, promptlywithout limitation, and in any event within ten (10) Business Days after upon the formation creation or acquisition of any new direct or indirect Subsidiary of that is a Division Successor) after the Effective Date by the Borrower after or any of its Restricted Subsidiaries (which, for the date hereof purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) notify execute and deliver to the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties 100% Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Equity Securities Borrower or any of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyits Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Collateral Administrative Agent all stock certificates and other instruments added to a closing certificate of such new Restricted Subsidiary, which certificate shall be in the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (viv) cause each such Person that becomes a direct or indirect Subsidiary after if requested by the date hereof Administrative Agent, deliver to execute a pledge and security agreement the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in Upon any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Person becoming an Eligible Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof, Borrower shall cause such Eligible Subsidiary to deliver to Lender within 15 days of such event each of the following items (if not previously delivered to Lender): (a) required an accession agreement in the form of Annex I to the Guaranty duly executed by law such Eligible Subsidiary; (b) the articles of incorporation, articles of organization, certificate of limited partnership or reasonably requested other comparable organizational instrument (if any) of such Eligible Subsidiary certified as of a recent date by the Administrative Agent to be filed, registered or recorded in order to create in favor Secretary of State of the Collateral Agent for State of formation of such Eligible Subsidiary; (c) a Certificate of Good Standing or certificate of similar meaning with respect to such Eligible Subsidiary issued as of a recent date by the benefit Secretary of State of the Lenders a validState of formation of such Eligible Subsidiary and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, legal and perfected first-priority security interest as applicable) of each state in and lien on the Collateral subject to the Security Documents which such Eligible Subsidiary is required to be so filed, registered qualified; (d) a certificate of incumbency signed by the Secretary or recorded and evidence thereof delivered to the Administrative Agent Assistant Secretary (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business or other individual performing similar functions) of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent Eligible Subsidiary with respect to each of the officers of such Person Eligible Subsidiary authorized to execute and deliver the Loan Documents to which such Guarantor is a party; (e) copies certified by the Secretary or Assistant Secretary of such Eligible Subsidiary (or other individual performing similar functions) of (i) the by-laws of such Eligible Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Eligible Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (f) an opinion of legal counsel to such Eligible Subsidiary, regarding the due formation and good standing of such Subsidiary, the enforceability of the Loan Documents to which it is a party, and such other matters set forth in this sectionas Lender shall request; and (g) such other documents and instruments as Lender may reasonably request.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after Prior to the formation creation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Material Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that of this Agreement or if an existing Subsidiary becomes a direct or indirect Material Subsidiary of the Borrower after the date hereofof this Agreement, the Borrower shall give written notice of such new Material Subsidiary to the Agent. Within 15 days after such creation or acquisition or such Subsidiary’s becoming a Material Subsidiary, the Borrower shall cause (a) required such Subsidiary to execute and deliver to the Agent a Guaranty (or joinder to an existing Guaranty) with such changes as the Agent may reasonably request, (b) such Subsidiary to execute and deliver to the Agent a Security Agreement (or joinder to an existing Security Agreement) with such changes as the Agent may reasonably request, (c) if such Subsidiary holds Oil and Gas Properties, and if the Mortgaged Property Value as set forth in the certificate of such value delivered in connection with the most recently delivered engineering report is less than 80% of the Oil and Gas Property Value (after giving effect to such New Subsidiary’s Oil and Gas Properties), such Subsidiary to execute and deliver to the Agent a Mortgage or Mortgages granting an Acceptable Security Interest in such Oil and Gas Properties, (d) each equity holder of such Subsidiary to execute and deliver a supplement or joinder to its Security Agreement evidencing its pledge of the equity of such Subsidiary, (e) such Subsidiary and such equity holders to deliver to the Agent evidence of corporate authority to enter into such documentation as the Agent may reasonably request, including, without limitation, if requested by law Agent, a legal opinion regarding the enforceability of such documentation, and (f) such Subsidiary and such equity holders deliver to the Agent such other documentation, or authorize Agent to take such other action, as is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionAgent.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) Within 10 Business Days after (i) the formation or acquisition date of the creation of any new direct or indirect Material Domestic Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventCompany, (ii) amend the date that any Subsidiary of the Company that was not a Material Domestic Subsidiary becomes a Material Domestic Subsidiary, or (iii) the purchase permitted by this Agreement by the Company or any of its Subsidiaries of the capital stock of any Person, which purchase results in such Person becoming a Material Domestic Subsidiary of the Company, the Company shall, in each case, cause (A) such Material Domestic Subsidiary to execute and deliver to the Administrative Agent (with sufficient originals for each applicable Lender) any or all of the following documents requested by the Administrative Agent: a Guaranty to guaranty the Obligations and a Security Agreement, a Pledge Agreement (if such new Subsidiary owns one or more Subsidiaries), one or more Vessel Mortgages (if such new Subsidiary owns one or more Material Vessels), and such other Security Documents as appropriate the Administrative Agent may reasonably request, in light each case to secure the Obligations together with evidence of corporate authority to enter into such Guaranty, Security Agreement, Pledge Agreement, Vessel Mortgages and other Security Documents as the Administrative Agent may reasonably request and (B) the Company or its Subsidiary owning capital stock or other equity interests of such event new Subsidiary to pledge to the Collateral Agent for the benefit of the Secured Parties execute a Pledge Agreement pledging 100% of its interests in the Equity Securities capital stock or other equity interests of such new Subsidiary to secure the Obligations and deliver such evidence of corporate authority to enter into such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in blank. (b) Within 10 Business Days after (i) the date of the creation of any new Mexican Subsidiary that is a Material Subsidiary or (ii) the purchase of a Person by a Mexican Subsidiary, which purchase results in such Person becoming a Mexican Subsidiary that is a Material Subsidiary, the Company shall, in each Person which becomes a case, cause (A) such Mexican Subsidiary and to execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, Agent (vwith sufficient originals for each applicable Lender) cause each such Person that becomes a direct any or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary all of the Borrower after the date hereof) required by law or reasonably following documents requested by the Administrative Agent or any Lender: a Guaranty to be filed, registered or recorded in order to create in favor of guaranty the Collateral Agent for the benefit of the Lenders a valid, legal Mexican Subsidiaries' Obligations and perfected first-priority security interest in and lien on the Collateral subject to the Mexican Security Documents to be so filedand one or more Vessel Mortgages (if such new Subsidiary owns one or more Material Vessels), registered or recorded and evidence thereof delivered to such other Security Documents and the Administrative Agent or any Lender may reasonably request, in each case to secure the Mexican Subsidiaries' Obligations together with evidence of corporate authority to enter into such Guaranty, Mexican Security Document, and Vessel Mortgages and (provided that no filing shall be required with respect B) the Company or its Subsidiary owning capital stock or other equity interests of such new Subsidiary to intellectual property if execute a Pledge Agreement pledging 100% of its interests in the capital stock or other equity interests of such new Subsidiary to secure the Mexican Subsidiaries' Obligations and 66% of its interests in such capital stock to secure the Loan Parties' Obligations and such evidence of corporate authority to enter into such Pledge Agreement as the Administrative Agent determines may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in blank. (c) Within 10 Business Days after (i) the date of the creation of any new Material Subsidiary that such property is not material a Foreign Subsidiary (other than a Mexican Subsidiary) or (ii) the purchase of a Person by the Company or any of its Subsidiaries of a Foreign Subsidiary that is a Material Subsidiary, the Company shall, in each case to the business extent permitted by applicable foreign law, cause the stockholder of such Subsidiary), new Subsidiary to execute a Pledge Agreement pledging 66% of its interests in the capital stock or other equity interests of such new Subsidiary to secure the other Foreign Subsidiaries' Obligations and (vii) deliver an opinion 66% of counsel its interests in form such capital stock or other equity interests to secure the Company and substance satisfactory its Domestic Subsidiaries' Obligations and in all cases such evidence of corporate authority to enter into such Pledge Agreement as the Administrative Agent may reasonably request, along with respect to each such Person share certificates pledged thereby and the matters set forth appropriately executed stock powers in this sectionblank.

New Subsidiaries. The Borrower shallshall not, at its own expensedirectly or indirectly, promptlyorganize, and create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5, except as specifically provided in any event the definition of “Approved Restructuring”. Notwithstanding the foregoing, Borrower may create a new Subsidiary if such new Subsidiary: (i) is formed to effect, or is acquired in, a Permitted Acquisition or (ii) is formed as a Permitted Subsidiary Formation, in which case within ten (10) Business Days days after the such formation or acquisition acquisition, the Borrower shall: (a) pledge the Capital Stock of such additional Subsidiary (if domestic) to the Agent; (b) execute and deliver to the Agent stock transfer powers executed in blank with signatures guaranteed as the Agent shall request and such UCC-1 financing statements (as furnished by the Agent) in any new direct or indirect jurisdiction in which such filing is necessary to perfect the Agent’s Liens in such Capital Stock, and deliver such other items as are reasonably requested by the Agent in connection with the foregoing pledge, including resolutions, incumbency and officers’ certificates, opinions of counsel, search reports and other certificates and documents; (c) cause such domestic Subsidiary (if domestic) to furnish each of the Borrower after following to the date hereof Agent: (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary Guaranty, or if such documents already exist, a duly executed notice and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security assumption agreement in form and substance satisfactory acceptable to Agent, pursuant to which such Subsidiary becomes a party to the Administrative AgentSubsidiary Guaranty (an “Additional Guarantor Assumption Agreement”); (ii) (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, (vi) cause each document (including each Uniform Commercial Code financing statement delivery and each filing with respect to intellectual property owned performance by each such Person that becomes a direct or indirect Subsidiary of its Subsidiary Guaranty or the Borrower after Additional Guarantor Assumption Agreement and this Agreement and any other applicable Loan Documents, certified as of the date hereofof such Additional Guarantor Assumption Agreement (the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Lender, in form and substance acceptable to Agent; and (iii) (A) such amendments to the schedules to any Loan Documents as shall be required by law or in connection with the accession of such Subsidiary thereto; and (B) authorization to pre-file UCC-1 financing statements in any jurisdiction in which such filing is necessary for Agent to perfect its liens in the personal property assets of such Subsidiary and in which the Agent shall request that such filing be made; and (d) have executed and delivered to the Agent such other items as reasonably requested by the Administrative Agent to be filedin connection with the foregoing, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a validincluding officers’ certificates, legal search reports and perfected first-priority security interest in other certificates and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectiondocuments.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten Within thirty (1030) Business Days after days of the formation acquisition or acquisition creation of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventSubsidiary, (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (a) a validFacility Guaranty executed by such Subsidiary substantially in the form of EXHIBIT I; (b) if such Subsidiary is a corporation or is a partnership that has issued certificates evidencing ownership of Partnership Interests, legal (A) the Pledged Stock or, if applicable, certificates of ownership of such Partnership Interests, together with duly executed stock powers or powers of assignment in blank affixed thereto, and perfected first-priority security interest in (B) if such Collateral shall be owned by a Subsidiary which has not then executed and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent a Security Instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a Pledge Agreement in substantially the form of EXHIBIT J-1, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement has been terminated pursuant to SECTION 4.2(b), the delivery of the instruments set forth in this clause (b) shall not be required; (c) if such Subsidiary is a partnership not described in clause (b) immediately above, (A) the certificate of the registrar of such partnership with respect to the registration of the Lien on Partnership Interests, 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 Pledge Agreement in substantially similar form of EXHIBIT J-2, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement has been terminated pursuant to SECTION 4.2(b), the delivery of the instruments set forth in this clause (c) shall not be required; (d) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that no filing the failure to deliver such supplement shall be required with respect to intellectual property not impair the rights conferred under the Security Instruments in after acquired Collateral); PROVIDED, HOWEVER, if the Administrative Agent determines that such property is not material Pledge Agreement has been terminated pursuant to the business of such SubsidiarySECTION 4.2(b), and the delivery of the instruments set forth in this clause (viid) deliver shall not be required; (e) an opinion of counsel to the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this SECTION 8.19 and addressed to the Agent and the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect but similar in scope to each that opinion delivered pursuant to SECTION 6.1(a)(ii) (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to SECTION 6.1(a)); and (f) current copies of the Organizational Documents and Operating Documents of such Person 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and the matters set forth execution and delivery of documents described in this sectionSECTION 8.19.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in With respect to any event within ten (10) Business Days new Subsidiary created or acquired after the formation Closing Date by any Borrower or acquisition any of any new direct its Subsidiaries, such Borrower or indirect such Subsidiary of the Borrower after the date hereof shall promptly: (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge execute and deliver to the Collateral Agent for such amendments to the benefit Security Documents or such other documents as the Collateral Agent deems necessary or advisable to grant in favor of the Secured Parties 100% Collateral Agent, a Security Interest in all Equity Interests of the Equity Securities of each Person which becomes a such new Subsidiary and execute and deliver all documents that are owned by such Borrower or instruments required thereunder or appropriate to perfect the security interest created thereby, such Subsidiary; (iiiii) deliver to the Collateral Agent all stock the certificates and other instruments added to the Collateral thereby free and clear of all Liens(if any) representing such Equity Interests, accompanied by together with undated stock powers or other instruments of transfer executed analogous powers, in blank, executed and delivered by an Authorized Officer of such Borrower or such Subsidiary, as the case may be; (iviii) cause each Person that becomes such new Subsidiary to become a direct party to this Agreement as a Subsidiary Guarantor, and take such actions as the Collateral Agent deems necessary or indirect Subsidiary of the Borrower after the date hereof advisable to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create grant in favor of the Collateral Agent, a Security Interest in the property of such new Subsidiary in respect of which such new Subsidiary is legally entitled to grant a Security Interest to the Collateral Agent; (iv) deliver to the Collateral Agent for the benefit a certificate of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered Secretary or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business an Assistant Secretary of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory new Subsidiary as to the Administrative Agent with respect to each such Person and the matters set forth in this sectionSection 5.1(k) (together with appropriate attachments) and a copy of a good standing certificate for such new Subsidiary (or, if such concept does not exist under the laws of such new Subsidiary’s jurisdiction of organization, a reasonable equivalent to the extent available or practicable), dated a date reasonably acceptable to the Collateral Agent; and (v) deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten (10) 30 Business Days after following the formation acquisition or acquisition creation (by Division or otherwise) of any new direct Domestic Subsidiary (other than an Excluded Subsidiary), or indirect the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary; (b) (i) notify UCC and PPSA financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent and its special counsel to be filed, registered or recorded filed in order all UCC and PPSA filing offices and in all jurisdictions in which filing is necessary to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a UCC or PPSA filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered addressed to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if and the Administrative Agent determines that such property is not material to the business of such Subsidiary)Lenders, and (vii) deliver an opinion of counsel in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organizational Documents of each such Domestic Subsidiary, together with 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 Organizational Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect; and (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent with respect to each such Person and of the matters set forth in this sectionproposed joinder of a Borrower.

New Subsidiaries. The Borrower shall(a) Subject to subsection (c) below, at its own expense, promptly, and in any event within ten not later than forty- five (1045) Business Days after following the formation acquisition or acquisition creation of any new direct Material Subsidiary (other than a Foreign Subsidiary), or indirect upon any previously existing Person becoming a Material Subsidiary (other than a Foreign Subsidiary), cause to be delivered to the Agent for the benefit of the Borrower after Lenders each of the date hereof following: (i) notify a Guarantor Joinder Agreement executed by such Subsidiary, with appropriate insertions of identifying information and such other changes to which the Administrative Agent of such event, may consent in its discretion; (ii) amend an opinion of counsel to such Subsidiary dated as of the Security date of delivery of the Guarantor Joinder Agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders, in form and substance substantially similar to the opinions of counsel to the Guarantors delivered on the Closing Date to the Lenders pursuant to Section 5.01 hereof; and (iii) current copies of the Organizational Documents as appropriate in light and Operating Documents of such event Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors (or other comparable group of individuals performing a similar function), or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable laws, of the shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.18 and evidence satisfactory to pledge the Agent (confirmation of the receipt of which will be provided by the Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Guaranty. (b) Subject to subsection (c) below, not later than forty- five (45) Business Days following the acquisition or creation of a Foreign Subsidiary which is a Material Subsidiary, or upon any previously existing Person becoming a Foreign Subsidiary which is a Material Subsidiary, cause to be delivered to the Collateral Agent for the benefit of the Secured Parties 100% each of the Equity Securities following: (i) a pledge agreement (the "Pledge Agreement") to be entered into by the Borrower or Subsidiary (excluding any Foreign Subsidiary) owning any or all of each Person which becomes a the capital stock or other ownership interest of such Foreign Subsidiary (the "Pledgor") in form and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver substance acceptable to the Collateral Agent pledging (a) all such capital stock owned by the Borrower or such Subsidiary but not in excess of 65% of all such capital stock or ownership interests of such Foreign Subsidiary entitled to vote in the election of directors (or persons performing similar functions) and (b) 100% of all other capital stock or ownership interests (the "Pledged Stock"); (ii) the certificates evidencing the Pledged Stock together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) an opinion of counsel to the Pledgor dated as of the date of delivery of the Pledge Agreement provided in the foregoing clause (i) and other instruments added addressed to the Collateral thereby free Agent and clear the Secured Parties as to matters regarding the enforceability of all Liens, accompanied by undated stock powers or other instruments such Pledge Agreement and the status of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is such Pledged Stock in form and substance satisfactory acceptable to the Administrative Collateral Agent, ; and (viv) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof items referred to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (via)(iii) cause each document (including each Uniform Commercial Code financing statement and each filing above with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereofPledgor. (c) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing This Section shall be required with respect to intellectual property of no further force or effect if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Guaranty has been terminated in form and substance satisfactory to the Administrative Agent accordance with respect to each such Person and the matters set forth in this sectionSection 11.20 hereof.

New Subsidiaries. The Borrower shall(a) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at its own expenseany time a Subsidiary becomes a Restricted Subsidiary, promptlyBorrowers shall notify Agent of such event and, promptly thereafter (and in any event within ten 30 days or such longer period as Agent may agree) cause each such new Restricted Subsidiary (10) Business Days after the formation or acquisition that is not an Excluded Subsidiary for purposes of any new direct or indirect Subsidiary of the Borrower after the date hereof clauses (i) notify the Administrative and (ii) below) to (i) join this Agreement as a Credit Party by providing to Agent of and Co-Collateral Agent a joinder agreement, in form and substance reasonably satisfactory to Agent (which joinder agreement will specify whether such eventnew Credit Party will be a “Borrower” hereunder), (ii) amend the Security Documents as appropriate in light of such event deliver to pledge Agent a Guaranty, a supplement to the Collateral U.S. Security Agreement or the Canadian Security Agreement, as applicable, and such other security documents related to personalty, together with appropriate financing statements, all in form and substance reasonably satisfactory to Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary reasonably requested by Agent, together with appropriate financing statements, all in form and execute and deliver all documents or instruments required thereunder or appropriate substance reasonably satisfactory to perfect the security interest created therebyAgent, (iii) deliver with respect to all new Restricted Subsidiaries (for the avoidance of doubt, including Excluded Subsidiaries) that are directly owned in whole or in part by a Credit Party, provide to Agent a supplement to the Collateral U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (or, in the case of the pledge under the U.S. Security Agreement of a Foreign Subsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Property (as defined in the relevant security document)), as shall be requested by Agent all stock together with appropriate certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or financing statements under the Code or the PPSA, as applicable, or (other instruments of transfer executed in blankthan with respect to Rolling Stock not constituting U.S. Borrowing Base Collateral at such time) other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (viv) cause each such Person that becomes a direct provide to Agent all other customary and reasonable documentation, including one or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance more opinions of counsel reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement which in its opinion is appropriate and each filing customary with respect to intellectual property owned such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the joinder agreement by each new Restricted Subsidiary, such Person that becomes Restricted Subsidiary shall become a direct Credit Party hereunder with the same force and effect as if originally named as a Credit Party herein. The execution and delivery of the joinder agreement shall not require the consent of any Credit Party or indirect Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Credit Party hereunder. For the avoidance of doubt, no Foreign Subsidiary shall execute a Guaranty. (b) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of the any Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any Capital Stock or other property held by it if the Administrative Agent determines that such property action (A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not material within the legal capacity of Borrowers or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer or (C) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the business benefits to the Lenders of such Borrower’s or such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section’s guaranty or security.

New Subsidiaries. The Borrower shall(a) If, at its own expenseany time after the Effective Date, promptlythe Borrower or any other Group Entity creates or acquires a Subsidiary, the Borrower shall promptly notify the Agent and in any event within ten five (105) Business Days after days, and if the formation Borrower so requests, shall within thirty (30) days (or such longer period of time as is reasonably required, provided that the Borrower is diligently endeavouring to satisfy its obligations under this Section) of the creation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof such Subsidiary: (i) notify cause such new Subsidiary to (i) execute and deliver to the Administrative Agent a guarantee of such eventthe Obligations, (ii) amend the Security Documents as appropriate in light of such event to pledge provide security to the Collateral Agent for the benefit of the Secured Lenders over all of its assets as required of all Loan Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute described in Section 5.01, and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to take all actions necessary or desirable to grant to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in the collateral described in such security documentation, subject only to Permitted Encumbrances, including the filing, registration or recording of notices in such jurisdictions as may be required or as may be requested by the Agent; (ii) execute and lien on the Collateral subject deliver to the Security Documents Agent for the benefit of the Lenders such agreements, supplements, or amendments to be so filedany Loan Document as the Agent deems necessary or advisable to grant the Lenders a perfected security interest in the Equity Interests of such new Subsidiary, registered or recorded and evidence thereof delivered subject only to Permitted Encumbrances; (iii) deliver to the Administrative Agent all certificates representing such Equity Interests, together with powers of attorney to transfer the Equity Interests, in blank, executed by a duly authorized officer of the relevant Loan Party; (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material iv) deliver to the business Agent a secretary's certificate of such Subsidiary), with charter documents, by-laws and appropriate resolutions attached; and (viiv) deliver an opinion of counsel to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and from counsel satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionAgent.

New Subsidiaries. The Borrower Borrowers shall, at its their own expense, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the a Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Administrative Agent for the benefit of itself and the Secured Parties Lenders 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Administrative Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the a Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Domestic Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the a Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after Simultaneously with the formation acquisition or acquisition creation of any new direct or indirect Subsidiary Subsidiary, cause to be delivered to the Agent each of the Borrower after the date hereof following: (i) notify a Guaranty executed by such Subsidiary substantially in the Administrative Agent form of such event, Exhibit D; (ii) amend the a Subsidiary Security Documents as appropriate in light Agreement of such event to pledge to Subsidiary substantially in the Collateral Agent for the benefit form of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyExhibit E, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each together with such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement statements on Form UCC-1 naming such Subsidiary as “Debtor” and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of naming the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders as “Secured Party”, in form, substance and number sufficient in the reasonable opinion of the Agent and its counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on the Collateral to the extent such Lien may be perfected by Uniform Commercial Code filing; (iii) an amendment to the Pledge Agreement which results in all of the stock or other ownership interests of the Subsidiary to be subject to the Pledge Agreement and further deliver to the Agent all certificates of stock or other ownership interests as Agent may require in order for Agent to perfect a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filedsuch stock or ownership interests; (iv) if requested by Agent, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 7.01(g) and addressed to the Agent with respect to each such Person and the Lenders, as to the due execution delivery and enforceability of the Guaranty and the Subsidiary Security Agreement and such other matters set forth as reasonably required by the Agent; (v) current copies of the organizational documents 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 organizational documents, operating documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this sectionSection 7.01(g).

New Subsidiaries. The Borrower shall(a) Subject to subsection (c) below, at its own expense, promptly, and in any event within ten not later than forty-five (1045) Business Days after following the formation acquisition or acquisition creation of any new direct Material Subsidiary (other than a Foreign Subsidiary), or indirect upon any previously existing Person becoming a Material Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventother than a Foreign Subsidiary), (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (i) a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of Guarantor Joinder Agreement executed by such Subsidiary), with appropriate insertions of identifying information and such other changes to which the Agent may consent in its discretion; (viiii) deliver an opinion of counsel to such Subsidiary dated as of the date of delivery of the Guarantor Joinder Agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders, in form and substance substantially similar to the opinions of counsel to the Guarantors delivered on the Closing Date to the Lenders pursuant to Section 5.01 hereof; and (iii) current copies of the Organizational Documents and Operating Documents of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors (or other comparable group of individuals performing a similar function), or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable laws, of the shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.18 and evidence satisfactory to the Administrative Agent (confirmation of the receipt of which will be provided by the Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Guaranty. (b) Subject to subsection (c) below, not later than forty-five (45) Business Days following the acquisition or creation of a Foreign Subsidiary which is a Material Subsidiary, or upon any previously existing Person becoming a Foreign Subsidiary which is a Material Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following: (i) a pledge agreement (the "Pledge Agreement") to be entered into by the Borrower or Subsidiary owning any or all of the capital stock or other ownership interest of such Foreign Subsidiary (the "Pledgor") in form and substance acceptable to the Agent pledging 65% of all such capital stock or ownership interests (the "Pledged Stock"); (ii) the certificates evidencing the Pledged Stock together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) an opinion of counsel to the Pledgor dated as of the date of delivery of the Pledge Agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders as to matters regarding the enforceability of such Pledge Agreement and the status of such Pledged Stock in form and substance acceptable to the Agent; and (iv) the items referred to in (a)(iii) above with respect to each such Person and the matters set forth Pledgor. (c) This Section shall be of no further force or effect if the Guaranty has been terminated in this section.accordance with Section 11.20 hereof. ARTICLE VIII Negative Covenants Until the occurrence of the Total Facility Termination Date, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, nor will it permit any Subsidiary to:

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary after the date hereof and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionclause (k).

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in With respect to any event within ten (10) Business Days new Subsidiary created or acquired after the formation Closing Date by any Borrower or acquisition any of any new direct its Subsidiaries, such Borrower or indirect such Subsidiary of the Borrower after the date hereof shall promptly: (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge execute and deliver to the Collateral Agent for such amendments to the benefit Security Documents or such other documents as the Collateral Agent deems necessary or advisable to grant in favor of the Secured Parties 100% Collateral Agent, a Security Interest in all Equity Interests of the Equity Securities of each Person which becomes a such new Subsidiary and execute and deliver all documents that are owned by such Borrower or instruments required thereunder or appropriate to perfect the security interest created thereby, such Subsidiary; (iiiii) deliver to the Collateral Agent all stock the certificates and other instruments added to the Collateral thereby free and clear of all Liens(if any) representing such Equity Interests, accompanied by together with undated stock powers or other instruments of transfer executed analogous powers, in blank, executed and delivered by an Authorized Officer of such Borrower or such Subsidiary, as the case may be; (iviii) cause each Person that becomes such new Subsidiary to become a direct party to this Agreement as a Subsidiary Guarantor, and take such actions as the Collateral Agent deems necessary or indirect Subsidiary of the Borrower after the date hereof advisable to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create grant in favor of the Collateral Agent, a Security Interest in the property of such new Subsidiary in respect of which such new Subsidiary is legally entitled to grant a Security Interest to the Collateral Agent; (iv) deliver to the Collateral Agent for the benefit a certificate of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered Secretary or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business an Assistant Secretary of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory new Subsidiary as to the Administrative Agent with respect to each such Person and the matters set forth in this sectionSection 5.1(n) (together with appropriate attachments) and a copy of a good standing certificate for such new Subsidiary (or, if such concept does not exist under the laws of such new Subsidiary’s jurisdiction of organization, a reasonable equivalent to the extent available or practicable), dated a date reasonably acceptable to the Collateral Agent; and (v) deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.

New Subsidiaries. The Borrower shall, at its own expense, promptlyshall cause (i) any ---------------- direct or indirect domestic Subsidiary which is formed or acquired after the Effective Date to become a Guarantor with respect to, and jointly and severally liable with all other Guarantors for, all of the Obligations under this Agreement and the Note pursuant to a Guaranty substantially in the form of Exhibit 4.1A, to execute and deliver a Security Agreement substantially in the form of Exhibit 4.1D, together with a UCC-1 Financing Statement with respect to the assets of such Guarantor as set forth therein and to execute and deliver a Mortgage on any event interest it has in real property which the Agent determines material in its reasonable discretion, together with UCC-1 Financing Statements with respect to the personal property assets of such Guarantor as set forth therein (which Mortgages shall be recorded by the Agent upon written notice to the Agent by the Borrower, a Guarantor or a Lender of the occurrence of a Default), and (ii) any Subsidiary which forms or acquires a Subsidiary after the Effective Date to execute and deliver to the Agent a Stock Pledge Agreement substantially in the form of Exhibit 4.1B and to deliver to the Agent the original stock certificates for any such Subsidiary as set forth therein (or other evidence of its ownership interest therein) and undated stock powers executed in blank with respect thereto, in each case within thirty (30) days following such formation or acquisition. The Borrower shall provide to the Agent a list of all its Subsidiaries with the state or country of incorporation and the location of the principal place of business of each such Subsidiary at the same time as it provides its quarterly financial reports to the Agent pursuant to Section 6.6(a)(i). Upon demand by the Agent (which demand shall be made at the request of any Lender), the Borrower shall promptly execute and deliver to the Agent, and shall cause its domestic Subsidiaries to promptly execute and deliver to the Agent, such other and further security documents as may be reasonably requested by the Agent to perfect a Lien on its rolling stock and all equipment with certificates of title." (p) Section 6.11(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: (a) the Borrower or any of its Subsidiaries may merge into or consolidate with, make an Acquisition or otherwise purchase or acquire all or substantially all of the assets or stock of any other Person if upon the consummation of any such merger, consolidation, purchase or Acquisition, (i) the Borrower or such Subsidiary is the surviving corporation to any such merger or consolidation (or the other Person will thereby become a Subsidiary); (ii) the nature of the business of such acquired Person is a Permitted Business; (iii) the Borrower shall have delivered to the Agent (which the Agent shall promptly provide to each Lender) within ten (10) Business Days after prior to the formation or acquisition consummation of any new direct or indirect Subsidiary an Acquisition a report signed by an executive officer of the Borrower after which shall contain calculations demonstrating the date hereof Borrower's compliance with Sections 6.20, 6.21, 6.22 and 6.23 (on a trailing four fiscal quarter pro forma basis, consistent with SEC regulations and practices), such calculations to use historical financial results of the acquired business; (iv) all Lenders shall consent; (v) no Default or Event of Default shall have occurred and be continuing or would otherwise be existing as a result of such merger, consolidation, purchase or Acquisition; and (vi) such merger, consolidation, purchase or Acquisition is non-hostile in nature; and" (q) Section 6.13(l) of the Credit Agreement is hereby amended by deleting the clause "Stock Pledge Agreements" and inserting in its place the clause "Credit Documents". (r) Section 6.14 of the Credit Agreement is hereby amended as follows: (i) notify Section 6.14(e) of the Administrative Agent of such event, Credit Agreement is hereby amended by adding the clause "as reasonably acceptable to the Agent" after the word "hereunder" in the second line thereof. (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit Section 6.14(g) of the Secured Parties 100% of Credit Agreement is hereby amended by adding the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents clause "Subordinated Debt Issue or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower Private Subordinated" after the date hereof to guarantee word "Public" in the Obligations pursuant to documentation which first line thereof. (s) Sections 6.20, 6.21, 6.22 and 6.23 are hereby amended and restated in their entirety as follows and Section 6.24 is hereby deleted in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.its entirety:

New Subsidiaries. The Borrower shall, at its own expense, expense promptly, and in any event (i) within ten (10) Business Days after the formation or acquisition of any new direct Domestic Subsidiary (other than an Immaterial Subsidiary) or indirect after any Domestic Subsidiary of that is an Immaterial Subsidiary ceases to be an Immaterial Subsidiary and (ii) within thirty (30) days (as such time period may be extended by the Borrower Administrative Agent) after the date hereof formation or acquisition of any Foreign Subsidiary (iother than an Immaterial Subsidiary) or after any Foreign Subsidiary that is an Immaterial Subsidiary ceases to be an Immaterial Subsidiary: (A) notify the Administrative Agent of such eventevent in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (iiB) cause each Domestic Subsidiary (other than an Immaterial Subsidiary but including each Domestic Subsidiary that ceases to be an Immaterial Subsidiary) and each other Loan Party (other than a Foreign Subsidiary or an Immaterial Subsidiary), as applicable, to become a party to the Guaranty, the Security Agreement, the Intellectual Property Security Agreement and each other applicable Security Document in accordance with the terms thereof, execute additional Security Documents (including a Foreign Pledge Agreement, as applicable) if reasonably requested by the Administrative Agent and amend the Security Documents as appropriate in light of such event to pledge to the Collateral Administrative Agent for the benefit of itself and the Secured Parties Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 65% of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Subsidiary (other than an Immaterial Subsidiary) that is owned directly by the Borrower or a Domestic Subsidiary (provided that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by any Loan Party of any additional Equity Securities in any such Foreign Subsidiary to the Administrative Agent, on behalf of itself and the Lenders, under the Security Documents could not reasonably be expected to result in an increase in the aggregate net consolidated tax liabilities of the Loan Parties, then, promptly after the change in such laws, all such additional Equity Securities shall be so pledged under the Security Documents) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iiiC) except in the case of an Immaterial Subsidiary, deliver (or cause the appropriate Person to deliver) to the Collateral Administrative Agent all stock certificates and other instruments added to the constituting Collateral thereby thereunder free and clear of all Liensadverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank, blank (iv) cause each Person that becomes a direct or indirect Subsidiary of and take such other steps as may be requested by the Borrower after the date hereof Administrative Agent to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States of America), (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (viD) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect new Domestic Subsidiary of the Borrower after the date hereof(other than an Immaterial Subsidiary)) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to Permitted Liens) subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent Agent, (provided that no filing shall be required with respect to intellectual property E) if requested by the Administrative Agent determines that such property is not material to the business of such Subsidiary)Agent, and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person new Domestic Subsidiary (other than an Immaterial Subsidiary), and/or the pledge of the Equity Securities of each Domestic Subsidiary and Foreign Subsidiary and the matters set forth in this sectionSection and (F) deliver to the Administrative Agent the same organization documents, resolutions, certificates, lien searches and other matters set forth in Schedule 3.01(b) and (e) with respect to such New Subsidiary as required to be delivered with respect to the Borrower on the date hereof, in form and substance satisfactory to Administrative Agent.

New Subsidiaries. The Borrower shall, at its own expenseimmediately upon any Investment in a new Subsidiary permitted by Section 9.3(f) hereof, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Agent, for the benefit of the Secured Parties 100% of Lenders and the Equity Securities Agents, the capital stock of each Person new Subsidiary in which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations invests pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a stock pledge and security agreement in form and substance satisfactory to the Administrative AgentAgents and the Lenders, and such new Subsidiary shall grant to the Collateral Agent a perfected priority security interest (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect subject only to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create liens in favor of the Senior Collateral Agent Agent, for the benefit of the Senior Lenders a valid, legal and perfected first-the Senior Agents and Permitted Liens entitled to priority security interest under applicable law) in and lien on all of its personal property assets (with such exceptions as are acceptable to the Collateral subject Required Lenders) pursuant to an instrument of adherence to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Agreement in form and substance satisfactory to the Administrative Agent with respect to each such Person Agents and the matters set forth Lenders. In addition, the Borrower shall immediately upon such Investment, revise SCHEDULE 7.19 hereto to reflect the acquisition of each new Subsidiary. Each new Subsidiary in which the Borrower invests shall, immediately upon such Investment, execute and deliver to the Collateral Agent, for the benefit of the Lenders and the Agents, a guaranty of the payment and performance of all of the Obligations, in form and substance satisfactory to the Agents and the Lenders, together with acceptable security documents including without limitation, the aforementioned instrument of adherence to the Security Agreement, legal opinions, and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such guaranty and such security documents and to perfect the Collateral Agent's security interest in all of such new Subsidiary's assets, including (a) the resolutions of the Board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, certified by an officer of such new Subsidiary, (b) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (c) a certificate of the Secretary or an Assistant Secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign such guaranty and such security documents, (d) UCC-1 financing statements, and (e) such other documents as the Collateral Agent may reasonably request. Upon delivery of the aforementioned documents, such new Subsidiary shall become a guarantor of the Obligations hereunder and, except as otherwise agreed to by the Required Lenders, shall comply with and be bound by all of the terms and conditions of the Loan Documents as a Subsidiary of the Borrower thereunder, and the Borrower shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Subsidiary of the Borrower on the Closing Date, including making all representations and warranties as a guarantor under each of the Loan Documents. Notwithstanding anything contained in this section.Section 8.19 to the contrary and to the extent permitted pursuant to

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in shall cause (i) any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect domestic Subsidiary which is formed or acquired after the Effective Date to become a Guarantor with respect to, and jointly and severally liable with all other Guarantors for, all of the Borrower after Obligations under this Agreement and the date hereof (i) notify Note pursuant to a Guaranty substantially in the Administrative Agent form of Exhibit 4.1A, to execute and deliver a Security Agreement substantially in the form of Exhibit 4.1D, together with a UCC-1 Financing Statement with respect to the assets of such eventGuarantor as set forth therein and to execute and deliver a Mortgage on any interest it has in real property which the Agent determines material in its reasonable discretion, together with UCC-1 Financing Statements with respect to the personal property assets of such Guarantor as set forth therein (which Mortgages shall be recorded by the Agent upon written notice to the Agent by the Borrower, a Guarantor or a Lender of the occurrence of a Default), and (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person any Subsidiary which becomes forms or acquires a Subsidiary and after the Effective Date to execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) Agent a Stock Pledge Agreement substantially in the form of Exhibit 4.1B and to deliver to the Collateral Agent all the original stock certificates for any such Subsidiary as set forth therein (or other evidence of its ownership interest therein) and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blankblank with respect thereto, in each case within thirty (iv30) cause each Person that becomes days following such formation or acquisition. The Borrower shall provide to the Agent a direct list of all its Subsidiaries with the state or indirect Subsidiary country of incorporation and the location of the Borrower after principal place of business of each such Subsidiary at the date hereof same time as it provides its quarterly financial reports to guarantee the Obligations Agent pursuant to documentation Section 6.6(a)(i). Upon demand by the Agent (which is in form demand shall be made at the request of any Lender), the Borrower shall promptly execute and substance satisfactory deliver to the Administrative Agent, (v) and shall cause each such Person that becomes a direct or indirect Subsidiary after the date hereof its domestic Subsidiaries to promptly execute a pledge and security agreement in form and substance satisfactory deliver to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement such other and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or further security documents as may be reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor perfect a Lien on its rolling stock and all equipment with certificates of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectiontitle."

New Subsidiaries. The Borrower shall(a) An Obligor may form or acquire new Subsidiaries which are not Excluded Subsidiaries (subject, at its own expensewith respect to Permitted Acquisitions, promptly, and to the conditions set forth in any event within ten (10Section 9.12 hereof) Business Days after the formation or acquisition of any new direct or indirect convert an Excluded Subsidiary of the Borrower after the date hereof to an Obligor so long as: (i) notify such Subsidiary is organized under the Administrative Agent laws of such event, the United States or any state or territory thereof, (ii) amend promptly upon any such formation, acquisition or conversion (but no later than thirty (30) days after the Security Documents as appropriate in light of formation, acquisition or conversion thereof), (A) such event Obligor shall cause any such Subsidiary to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver to Agent: (1) a Guarantor Joinder Agreement pursuant to which such Subsidiary (x) absolutely and unconditionally guarantees payment of any and all documents or instruments required thereunder or appropriate present and future Obligations of Borrowers to perfect the Agent and (y) grants to Agent a first and prior security interest created therebyand lien upon all of the assets of such Subsidiary which constitute Collateral subject to Permitted Liens or Liens otherwise consented to in writing by Agent, and (2) such other agreements, documents and instruments as Agent may reasonably require which shall be reasonably satisfactory in form and substance to Agent, including, but not limited to, supplements and amendments hereto, authorization to file UCC financing statements, Collateral Access Agreements (to the extent required to be delivered pursuant to the terms hereof) and other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, corporate resolutions and other organization and authorizing documents of such Person, and opinions of counsel (in connection with Permitted Acquisitions), (iiiB) such Obligor shall execute and deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement granting to Agent a first pledge of and lien on all of the issued and outstanding shares of Capital Stock of such Subsidiary, and (C) such Obligor shall deliver the original stock certificates evidencing such shares of Capital Stock (or such other evidence as may be issued in the case of a limited liability company) together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a limited liability company). (iii) Agent shall have received, in form and substance satisfactory to the Administrative Agent, evidence that Agent has valid and perfected security interests in and liens upon all of the assets of such Subsidiary, to the extent such assets constitute Collateral hereunder, and (viiv) cause each document as of the date of the organization, formation or acquisition of any Obligor and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing. (including each Uniform Commercial Code financing statement b) An Obligor may form or acquire Excluded Subsidiaries on and each filing after the date hereof so long as on the date of such formation or acquisition and immediately after giving effect thereto, the conditions set forth in Section 9.12(c) hereof are satisfied. Unless such Person has been designated by Administrative Borrower as an Excluded Subsidiary in accordance with Section 9.12(c) hereof, Administrative Borrower shall designate such newly formed or acquired Person as an Excluded Subsidiary promptly upon such formation or acquisition in a writing by Administrative Borrower delivered to Agent. (c) With respect to the formation of an Obligor or conversion of an Excluded Subsidiary to an Obligor pursuant to this Section (other than a Retail Store Subsidiary in the United States), in no event shall any Inventory, Credit Card Receivables or Installment Sales Receivables of any new Obligor be deemed Eligible Inventory, Eligible Credit Card Receivables or Eligible Installment Sales Receivables be or be deemed to be Eligible Inventory, Eligible Credit Card Receivables and/or Eligible Installment Sales Receivables until Agent shall have conducted a field examination with respect to intellectual property owned such assets and the results of such field examination and other due diligence shall be reasonably satisfactory to Agent, and then only to the extent the criteria for Eligible Inventory, Eligible Credit Card Receivables and Eligible Installment Sales Receivables set forth herein are satisfied with respect thereto (as such criteria may be reasonably modified by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor reflect the results of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required Agent’s field examination including any separate advance percentage with respect to intellectual property such Inventory, Credit Card Receivables or Installment Sales Receivables or Reserves as Agent may reasonably determine but otherwise in accordance with the definitions of Eligible Inventory, Eligible Credit Card Receivables and Eligible Installment Sales Receivables. Upon the reasonable request of Agent, if practicable, the Inventory, Credit Card Receivables or Installment Sales Receivables of such Obligor shall be separately identified and reported to Agent in a manner reasonably satisfactory to Agent for a time period reasonably satisfactory to Agent. In addition, if the Administrative new Obligor is seeking to have Inventory included in the Borrowing Base, Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver shall require an opinion of counsel appraisal thereof in form and substance containing assumptions and appraisal methods reasonably satisfactory to Agent by an appraiser reasonably acceptable to Agent, on which Agent and Lenders are expressly permitted to rely (and any Inventory to be included in the Administrative Borrowing Base of such new Obligor shall only be included in the Borrowing Base to the extent that Agent has received such appraisal with respect to each such Person and the matters set forth in this sectionthereto).

New Subsidiaries. The Borrower (a) Any newly-created or acquired Subsidiary of the Parent permitted under ss.8.4 shall, at its own expense, promptly, and in any event within ten (10) Business Days after days of being created or acquired, become a Borrower hereunder and become a party to the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof Security Documents by (i) notify signing a joinder agreement in substantially the Administrative Agent of such eventform attached hereto as Exhibit F (the "Joinder Agreement"), (ii) amend the Security Documents as appropriate in light of such event to pledge signing allonges to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyNotes, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory pledging to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a validall of the assets of such new Subsidiary and delivering UCC-1 financing statements naming the Administrative Agent as secured party and executed on behalf of such Subsidiary and (iv) providing such other documentation in such time period as the Administrative Agent shall reasonably request. Within such ten-day period, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filedParent or other Borrower, registered or recorded and evidence thereof delivered as applicable, shall pledge to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if for the benefit of the Lenders 100% of the stock or other equity interests of such new Subsidiary. In such event, the Administrative Agent determines that is hereby authorized by the parties to amend Schedule 2 to include such property is not material to new Subsidiary. (b) The Parent shall at all times directly or indirectly through a Subsidiary own all of the business shares of such Subsidiarycapital stock of each of the Borrowers (other than the Parent), and such shares shall at all times be pledged to the Administrative Agent pursuant to the Stock Pledge Agreements. (viic) The Parent shall deliver an opinion of counsel legal opinions in form and substance satisfactory to the Administrative Agent for each new Subsidiary within thirty (30) days of delivery to the Administrative Agent of the Joinder Agreement for such Subsidiary, provided that no legal opinion shall be required for any new Subsidiary with respect less than $5,000,000 in total assets (calculated as of the creation or acquisition of such Subsidiary and in accordance with GAAP), unless the assets of such new Subsidiary, when aggregated with the assets of all other Subsidiaries for which a legal opinion was not required to each be delivered hereunder, exceed 2.5% of Consolidated Total Assets calculated as of the date of the creation or acquisition of such Person and Subsidiary. Notwithstanding the matters set forth in this sectionforegoing, the Parent shall deliver, at the request of the Administrative Agent or any Lender, to the Administrative Agent within such time period as the Administrative Agent shall reasonably request, a legal opinion for any new Subsidiary (for which a legal opinion was not required at the time of creation or acquisition) that becomes a Significant Subsidiary.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) No later than forty-five (45) Business Days after following the formation acquisition or acquisition creation of any new direct Subsidiary (other than a Foreign Subsidiary), or indirect upon any previously existing Person becoming a Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventother than a Foreign Subsidiary, (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (i) a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of Guaranty executed by such Subsidiary), with appropriate insertions of identifying information and such other changes to which the Agent may consent in its discretion; (viiii) deliver an opinion of counsel to such Subsidiary dated as of the date of delivery of the Guaranty provided in the foregoing clause (i) and addressed to the Agent and the Lenders, in form and substance substantially similar to the opinions of counsel to the Guarantors delivered on the Closing Date to the Lenders pursuant to Section 5.01 hereof; and 63 (iii) current copies of the charter or other organizational documents and bylaws, if any, of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors (or other comparable group of individuals performing a similar function), or appropriate committees thereof (and, if required by such charter or other organizational documents, bylaws or by applicable laws, of the shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.18 and evidence satisfactory to the Administrative Agent (confirmation of the receipt of which will be provided by the Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Guaranty. (b) Not later than forty-five (45) Business Days following the acquisition or creation of a Foreign Subsidiary which is a Material Subsidiary, or upon any previously existing Person becoming a Foreign Subsidiary which is a Material Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following: (i) a pledge agreement to be entered into by the Borrower or Subsidiary owning any or all of the capital stock or other ownership interest of such Foreign Subsidiary (the "Pledgor") in form and substance acceptable to the Agent pledging 65% of all such capital stock or ownership interests (the "Pledged Stock"); (ii) the certificates evidencing the Pledged Stock together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) an opinion of counsel to the Pledgor dated as of the date of delivery of the pledge agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders as to matters regarding the enforceability of such pledge agreement and the status of such Pledged Stock in form and substance acceptable to the Agent; and (iv) the items referred to in (a)(iii) above with respect to each such Person and the matters set forth in this sectionPledgor.

New Subsidiaries. The Borrower shall, at its own expense, expense promptly, and in any event within ten (10) Business Days (as such time period may be extended by the Administrative Agent), after the formation capitalization of or as of the date of the acquisition of any new direct Subsidiary by any Credit Party or indirect the creation of any Subsidiary pursuant to a Plan of Division, or any Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or, within thirty (30) days (as such time period may be extended by the Borrower Administrative Agent), after the date hereof any Foreign Subsidiary DB1/ 120286909.9 -109- becomes a Material Foreign Subsidiary, (iA) notify the Administrative Agent of such eventevent in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (iiB) if such Subsidiary is a Domestic Subsidiary (other than an Excluded Non-Guarantor Entity), cause such Domestic Subsidiary to execute and deliver or otherwise become a party to the Guaranty, the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof, and amend the Security Documents as appropriate in light of such event to pledge to the Collateral Administrative Agent for the benefit of itself and the Secured Parties Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 65% (or such lesser percentage as is owned by the Borrower or a Guarantor) of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Subsidiary (if (and only if) (x) such Foreign Subsidiary is a Material Foreign Subsidiary and (y) the Administrative Agent has so requested from the Borrower, then the applicable Equity Securities of such Foreign Subsidiary shall be pledged pursuant to a pledge agreement (or foreign equivalent thereof) governed by the laws of the jurisdiction of formation of such Foreign Subsidiary in form and substance reasonably acceptable to the Administrative Agent) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iiiC) deliver (or cause the appropriate Person to deliver) to the Collateral Administrative Agent all stock certificates and other instruments added to the constituting Collateral thereby thereunder free and clear of all Liensadverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank, blank (iv) cause each Person that becomes a direct or indirect Subsidiary of and take such other steps as may be reasonably requested by the Borrower after the date hereof Administrative Agent to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States), (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (viD) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereofnew Domestic Subsidiary) required by law or reasonably requested by the Administrative Agent or the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Lenders Lender Parties, a valid, legal and perfected first-first- priority security interest in and lien Lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent Agent, (provided E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that no filing shall be would have been required with respect to intellectual property of such Subsidiary if such Subsidiary had been a Guarantor on the Closing Date and (F) if requested by the Administrative Agent determines that such property is not material to the business of such Subsidiary)Agent, and (vii) deliver an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent with respect to each such Person new Guarantor, the pledge of the Equity Securities of each Subsidiary, and the other matters set forth in this sectionSection 5.01(i). In addition, the Borrower shall, at its own expense promptly, and in any event within ten (10) Business Days (as such time period may be extended by the Administrative Agent), after the formation of or as of the date of the acquisition of any Subsidiary by any Loan Party cause such Subsidiary to become a party to the Intercompany Subordination Agreement in accordance with the terms thereof. Notwithstanding the foregoing, the Loan Parties shall not be required to provide the Administrative Agent or the Lenders with any Excluded Foreign Credit Support. (j) On or prior to October 31, 2021 (or such later date as the Administrative Agent may agree in its sole discretion), each Credit Party shall maintain its primary depository and operating accounts with U.S. Bank and/or BMO Xxxxxx Bank N.A. (A) No later than June 22, 2021 (as such deadline may be extended by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a fully-executed Control Agreement signed by the applicable Credit Party, the Administrative Agent and the applicable depository bank with respect to its account(s) at any financial institutions other than U.S. Bank other than with respect to Excluded Accounts (as defined in the Security Agreement).

New Subsidiaries. The Borrower shallNotify the Administrative Agent at the time that any Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Direct Foreign Subsidiary, at its own expense, promptly, and (i) Within 30 days (in the case of clause (A)) and 60 days (in any event within ten the case of clause (10B)) Business Days after of the formation or acquisition of any new direct Significant Subsidiary or indirect the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any time that any Subsidiary Securities of the Borrower after the date hereof (i) notify the a Direct Foreign Subsidiary that is a Significant Subsidiary are acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, cause to be delivered to Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of Administrative Agent and the Secured Parties 100% Financing Parties: (A) In the case of a Significant Subsidiary that is a Domestic Subsidiary, (I) a Guaranty in form and in substance satisfactory to the Administrative Agent or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (II) an opinion of counsel to the Significant Subsidiary dated as of the Equity Securities date of each Person which becomes a Subsidiary delivery of the Guaranty or Guaranty Joinder Agreement provided for in this Section 7.3A(f) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver addressed to the Collateral Administrative Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all LiensLenders, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory reasonably acceptable to the Administrative Agent, (vIII) cause each the Organization Documents of such Person Significant Subsidiary and (IV) documents of the types referred to in Sections 4.1(f) and (g); (B) In the case of a Significant Subsidiary that becomes is a direct or indirect Subsidiary after the date hereof to execute Direct Foreign Subsidiary, (I) a pledge and security agreement Pledge Agreement in such form and substance satisfactory as may be acceptable to the Administrative Agent or a Pledge Joinder Agreement, in each case executed by the Lessee or any Domestic Subsidiary directly owning the stock of such Significant Subsidiary which shall pledge the Pledged Interests in such Subsidiary to the Collateral Agent, (viII) cause opinions of counsel to each document (including each Uniform Commercial Code financing statement pledgor and each filing with respect to intellectual property owned by each such Person the Significant Subsidiary that becomes a direct or indirect Subsidiary under the laws of the Borrower after applicable foreign jurisdiction, all agreements, notices and other documents required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the date hereoflaws of such jurisdiction to perfect the Lien conferred in favor of Collateral Agent have been duly executed, delivered, filed, recorded or taken, as the case may be, and (III) required by law take such further action and deliver or cause to be delivered such further documents as reasonably requested by the Collateral Agent or the Administrative Agent to be filedeffect the transactions contemplated herein; provided, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a validhowever, legal that such Guaranty and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing opinion shall not be required with respect to intellectual property if a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Administrative Agent determines that such property is not material to the business of such Subsidiary)Incorporated Covenants, and (vii2) deliver an opinion of counsel in form and substance satisfactory fact ceases to be a Significant Subsidiary in accordance with such plan prior to the Administrative Agent end of the 30-day period described above; provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to each a Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Incorporated Covenants and (2) in fact ceases to be a Significant Subsidiary in accordance with such Person plan prior to the end of the 60-day period described above; and provided further that neither Tech Data Finance SPV nor any Special Purpose Finance Subsidiary shall be required to deliver a Guaranty. (ii) If at any time the matters set forth sum of the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that have not executed and delivered to Administrative Agent a Guaranty (or whose Guaranty has been released) exceeds in this sectionthe aggregate 10% of the total assets of the Lessee (on a consolidated basis with its Subsidiaries), the Lessee shall promptly cause there to be delivered to Administrative Agent one or more additional Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Guaranties, the sum of the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Lessee (on a consolidated basis with its Subsidiaries).

New Subsidiaries. The Borrower shall, at its own expenseimmediately upon any Investment in a new Subsidiary permitted by Section 9.3(f) hereof, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Agent, for the benefit of the Secured Parties 100% of Lenders and the Equity Securities Agents, the capital stock of each Person new Subsidiary in which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations invests pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a stock pledge and security agreement in form and substance satisfactory to the Administrative AgentAgents and the Lenders, and such new Subsidiary shall grant to the Collateral Agent a perfected priority security interest (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect subject only to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create liens in favor of the Senior Collateral Agent Agent, for the benefit of the Senior Lenders a valid, legal and perfected first-the Senior Agents and Permitted Liens entitled to priority security interest under applicable law) in and lien on all of its personal property assets (with such exceptions as are acceptable to the Collateral subject Required Lenders) pursuant to an instrument of adherence to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Agreement in form and substance satisfactory to the Administrative Agent with respect to each such Person Agents and the matters set forth Lenders. In addition, the Borrower shall immediately upon such Investment, revise Schedule 7.19 hereto to reflect the acquisition of each new Subsidiary. Each new Subsidiary in which the Borrower invests shall, immediately upon such Investment, execute and deliver to the Collateral Agent, for the benefit of the Lenders and the Agents, a guaranty of the payment and performance of all of the Obligations, in form and substance satisfactory to the Agents and the Lenders, together with acceptable security documents including without limitation, the aforementioned instrument of adherence to the Security Agreement, legal opinions, and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such guaranty and such security documents and to perfect the Collateral Agent’s security interest in all of such new Subsidiary’s assets, including (a) the resolutions of the Board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, certified by an officer of such new Subsidiary, (b) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (c) a certificate of the Secretary or an Assistant Secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign such guaranty and such security documents, (d) UCC-1 financing statements, and (e) such other documents as the Collateral Agent may reasonably request. Upon delivery of the aforementioned documents, such new Subsidiary shall become a guarantor of the Obligations hereunder and, except as otherwise agreed to by the Required Lenders, shall comply with and be bound by all of the terms and conditions of the Loan Documents as a Subsidiary of the Borrower thereunder, and the Borrower shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Subsidiary of the Borrower on the Initial Closing Date, including making all representations and warranties as a guarantor under each of the Loan Documents. Notwithstanding anything contained in this sectionSection 8.19 to the contrary and to the extent permitted pursuant to Section 9.12, no Subsidiary which is incorporated or organized outside the United States of America (a “Foreign Subsidiary”) shall be required hereunder to execute or deliver a guaranty or security agreement or otherwise pledge, or grant a security interest in, any of its assets, and the Borrower and any Subsidiary shall not be required to pledge more than sixty-five percent (65%) of the outstanding capital stock, or other equity interest, of any Foreign Subsidiary, in each case to the extent such guaranty, security agreement, pledge or grant would cause a deemed repatriation of the accumulated earnings and profits of such Foreign Subsidiary to its parent.

New Subsidiaries. The (a) Subject to Section 6.21, any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by the Borrower shallas an Unrestricted Subsidiary in accordance with the terms of Section 5.6(b). With respect to each new Restricted Subsidiary formed or acquired (or, at its own expensesubject to Section 6.21, promptlyan Unrestricted Subsidiary designated as a Restricted Subsidiary) after the Effective Date, and in any event within ten the Borrower shall deliver to the Administrative Agent (10i) Business Days after prompt written notice of the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent designation of such eventRestricted Subsidiary and all applicable "know your customer", Patriot Act information and other information described in item (e) of Schedule III and (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit each of the Secured Parties 100% of other items set forth in Schedule III attached hereto within the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, time requirements set forth in Schedule III. (iiib) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied The Borrower may designate by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if the Administrative Agent and Majority Lenders have provided prior written consent to such designation. For purposes of the foregoing, the designation of a Person as an Unrestricted Subsidiary shall be deemed to be the designation of all present and future subsidiaries of such Person as Unrestricted Subsidiaries. Except as provided in this Section 5.6(b), no Restricted Subsidiary may be re-designated as an Unrestricted Subsidiary. (c) Notwithstanding anything herein to the contrary, at no time shall any Subsidiary be an Unrestricted Subsidiary if it is a "restricted subsidiary" for purposes of any indenture, credit agreement or similar agreement that contains the concept of "restricted" and "unrestricted" subsidiaries or otherwise provides a guarantee of, or provides collateral security for, the obligations thereunder. (d) In the case of the acquisition, formation or designation of a Restricted Subsidiary, such new Restricted Subsidiary shall be deemed to have made or acquired all Investments owned by it and incurred all Debt and other obligations owing by it and all Liens to which it or any of its properties are subject, on the date of such designation, acquisition, or formation. (e) The Borrower: (i) will cause the management, business and affairs of each Loan Party to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Loan Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Loan Parties; (ii) will cause each Unrestricted Subsidiary (A) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of any Loan Party and (B) to observe all corporate formalities; (iii) will not, and will not permit any other Loan Party to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (iv) will not, and will not permit any other Loan Party to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which any Loan Party is a borrower, issuer or guarantor (the "Relevant Debt"), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (A) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (B) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; (v) cause each such Person that becomes a direct will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agentany Debt of, any Loan Party; (vi) cause each document will not, and will not permit any Loan Party to, create, assume, incur or suffer to exist any Lien on or in respect of any of its Property (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary other than any of its interest in the Borrower after the date hereofEquity Interest of an Unrestricted Subsidiary) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such an Unrestricted Subsidiary), and ; (vii) deliver an opinion will not and will not permit any Loan Party to, sell, assign, pledge, or otherwise transfer any of counsel its Properties to any Unrestricted Subsidiary, except as permitted under Section 6.8 and on terms permitted by Section 6.10; and (viii) except as permitted under Section 6.3, make or permit to exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in, any Unrestricted Subsidiary or in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionany of its Properties.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after Contemporaneously with the formation creation or ---------------- acquisition of any new direct or indirect Subsidiary of the Borrower Mail-Well after the date hereof Restatement Date, the Loan Parties shall: (ia) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event grant or cause to pledge be granted to the Collateral Agent Agent, for the benefit of the Secured Parties 100% Agent and the Lenders, the Mail-Well Lenders and the Equipment Lease Facility Lenders as security for the payment and performance of the Equity Securities Obligations, the Mail-Well Obligations and the Secured Equipment Lease Facility Obligations, a perfected, first priority security interest in all Capital Stock or other ownership interests in or indebtedness of each Person which becomes a such Subsidiary and execute owned by Mail-Well or owned by any such Subsidiary (other than an Unrestricted Subsidiary) of Mail-Well (to the extent such Capital Stock or other ownership interests or indebtedness are already not so pledged to the Agent, and deliver all documents or instruments required thereunder or appropriate cause to perfect the security interest created thereby, (iii) deliver be delivered to the Collateral Agent all stock certificates and instruments evidencing such Capital Stock or other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated ownership interests or indebtedness together with stock powers or other instruments of transfer executed in blankor endorsements as the Agent may request, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is all in form and substance reasonably satisfactory to the Administrative Agent, ); (vb) cause each such Person that becomes a direct or indirect Subsidiary after (other than an Unrestricted Subsidiary) to guaranty the date hereof to execute a pledge payment and security agreement in form performance of the Obligations, the Mail-Well Obligations and substance satisfactory the Secured Equipment Lease Facility Obligations by executing and delivering to the Administrative Agent, Agent a Subsidiary Guaranty; and (vic) cause each document such Subsidiary (including each Uniform Commercial Code other than an Unrestricted Subsidiary) to execute and deliver to the Agent a Subsidiary Security Agreement and such other Security Documents (including, without limitation, financing statement and each filing with respect statements) as the Agent may reasonably request to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of grant the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filedAgent, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Agent and the Lenders, the Mail-Well Lenders and the Equipment Lease Facility Lenders as security for the Obligations, the Mail-Well Obligations and the Secured Equipment Lease Facility Obligations, respectively, a validperfected, legal and perfected first-first priority security interest in and lien on Lien (except for Permitted Liens, if any, which are expressly permitted by the Collateral subject to the Security Loan Documents to be so filed, registered or recorded and evidence thereof delivered to have priority over the Administrative Agent (provided that no filing shall be required with respect to intellectual property if Liens in favor of the Administrative Agent determines that such property is not material to the business Agent) on all Property of such Subsidiary), excluding immaterial leases, intangibles prohibiting liens and certificated vehicles; Subsidiary of Supremex shall be obligated to execute a Subsidiary Security Agreement or other Security Documents securing payment or performance of the Mail-Well Obligations or the Secured Equipment Lease Facility Obligations as otherwise required in clause (viic) deliver an opinion preceding. None of counsel the Capital Stock to be ---------- pledged in form and substance satisfactory accordance with this Section 5.3 shall be subject to any transfer ----------- restriction, shareholders' agreement or other restriction except for such restrictions, if any, as may be reasonably acceptable to the Administrative Agent with respect to each such Person and the matters set forth in this sectionAgent.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten Not later than thirty (1030) Business Days days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the acquisition or creation of any Domestic Subsidiary, any Direct Foreign Subsidiary, or any PR Subsidiary, or (ii) any Subsidiary becoming a Domestic Subsidiary (including by ceasing to be an Excluded Subsidiary), a Direct Foreign Subsidiary or a PR Subsidiary, cause to be delivered to the Administrative Agent each of the following: (a) to the extent such Subsidiary is a Domestic Subsidiary or a PR Subsidiary, a Guaranty executed by such Subsidiary substantially in the form of the Guaranty; (b) to the extent such Subsidiary is a Domestic Subsidiary, required Security Instruments of such eventSubsidiary, including a Security Agreement and an Intellectual Property Security Agreement (ii) amend together, if required by the Security Documents as appropriate Collateral Agent, with an Assignment of Patents, Trademarks and Copyrights), in light each case substantially in the form of such event to pledge to documents as delivered on the Original Closing Date, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Collateral Agent for the benefit of the Collateral Agent and the Lenders as "Secured Parties 100% Party," in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent and its special counsel to be filed in all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect offices in all jurisdictions in which filing is necessary or advisable to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders a valid, legal and perfected first-priority security interest in and lien the Lien on the Collateral subject conferred under such Security Instrument to the Security Documents extent such Lien may be perfected by Uniform Commercial Code filing; (c) if the Subsidiary Securities issued by such Subsidiary that are, or are required to become, Pledged Interests, shall be so filed, registered or recorded owned by a Subsidiary who has not then executed and evidence thereof delivered to the Administrative Collateral Agent a Pledge Agreement granting a Lien to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders, in such equity interests, a Pledge Agreement executed by the Subsidiary that directly owns such Subsidiary Securities substantially in the form of the Pledge Agreement delivered on the Original Closing Date (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Collateral Agent), and if such Subsidiary Securities shall be owned by SEI or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to such Subsidiary Securities; (d) if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Collateral Agent for the benefit of the Collateral Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders the Lien on such Subsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, a control agreement from the Registrar of such Subsidiary, in form and substance acceptable to the Collateral Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Collateral Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Collateral Agent, in each instance, until it receives notice from the Collateral Agent that all Liens on such Collateral in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders have been released or terminated, and (4) agrees that upon receipt of notice from the Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to a transferee identified in such notice, it will duly record such transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, notwithstanding any contrary instruction received from the pledgor; (e) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Responsible Officer (provided that no filing the failure to deliver such supplement shall be required with respect to intellectual property if not impair the Administrative Agent determines that such property is not material to rights conferred under the business of such SubsidiarySecurity Instruments in after acquired Collateral), and ; (viif) deliver an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 6.19 and addressed to the Administrative Agent, the Collateral Agent and the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect Agent, including opinions, assumptions and qualifications similar to each those contained in the opinions of counsel delivered pursuant to Section 4.01(a); and (g) current copies, certified by an appropriate officer of such Person Subsidiary, of the Organization Documents of such Subsidiary, resolutions (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the matters set forth execution and delivery of documents described in this sectionSection 6.19.

New Subsidiaries. The Borrower shall, at its own expense, promptlyPromptly, and in any event within ten 10 days, ---------------- after forming or acquiring any Subsidiary (10other than an Inactive Subsidiary) Business Days or after the formation or acquisition of any new direct or indirect Inactive Subsidiary of the Borrower after the date hereof ceases to be an Inactive Subsidiary, (i) notify the Administrative Agent of such eventthereof, (ii) amend the Security Documents as appropriate in light of cause such event Subsidiary to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebya Subsidiary Joinder and an Intercompany Note, (iii) deliver to Administrative Agent (x) the Collateral Agent certificates representing all outstanding shares of stock of such Subsidiary and certificates representing the Pledged Shares identified in Schedule I to ---------- the Subsidiary Pledge and other instruments Security Agreement added pursuant to the Collateral thereby free and clear of all Lienssuch Subsidiary Joinder, accompanied by undated stock powers or other instruments of transfer executed in blank; (y) one or more opinions of counsel for Borrower and such Subsidiary, reasonably satisfactory to Administrative Agent, confirming as to such Subsidiary substantially each of the matters confirmed, in the legal opinions delivered pursuant to Section 3.1(f), as to Subsidiaries of Borrower that were Loan Parties on the Closing Date; and (z) evidence that the financing statements referred to in such opinion of counsel have been filed in the offices identified in such Schedule, and (iv) take, and cause each Person that becomes a direct or indirect such Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agenttake, (v) cause each all such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document other action (including each Uniform Commercial Code financing statement the execution and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary delivery of the Borrower after the date hereofdocuments, instruments and certificates) required by law or as may be reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Administrative Agent for the benefit of the Lenders a valid, legal first priority perfected Lien upon and perfected first-priority security interest in and lien on the Collateral being pledged by such Subsidiary, subject only to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (Permitted Liens; provided that no filing -------- for any Permitted Acquisition, the deliveries required pursuant to this Section 5.3(h) shall be required with respect to intellectual property made not later than (A) the closing of such Permitted Acquisition if the Administrative Agent determines that proceeds of Acquisition Loans are used to complete such property is not material to the business of such Subsidiary)Permitted Acquisition, and (viiB) deliver an opinion within 30 days of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and date that the matters set forth in this sectionPermitted Acquisition closes if it is completed without the use of proceeds of Acquisition Loans.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten Not later than fifteen (1015) Business Days days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the acquisition or creation of any Domestic Subsidiary, any Direct Foreign Subsidiary, or any PR Subsidiary, or (ii) any Subsidiary becoming a Domestic Subsidiary (including by ceasing to be an Excluded Subsidiary), a Direct Foreign Subsidiary or a PR Subsidiary, cause to be delivered to the Administrative Agent each of the following: (a) to the extent such Subsidiary is a Domestic Subsidiary or a PR Subsidiary, a Facility Guaranty executed by such Subsidiary substantially in the form of Exhibit I; (b) to the extent such Subsidiary is a Domestic Subsidiary, required Security Instruments of such eventSubsidiary, including a Security Agreement substantially in the form of Exhibit J and an Intellectual Property Security Agreement substantially in the form of Exhibit K (ii) amend together, if required by the Security Documents Collateral Agent, with an Assignment of Patents, Trademarks and Copyrights), together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as appropriate in light of such event to pledge to "Debtor" and naming the Collateral Agent for the benefit of the Collateral Agent and the Lenders (and, to the extent required by the Public Indenture, the Retained Noteholders) as "Secured Parties 100% Party," in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent and its special counsel to be filed in all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect offices in all jurisdictions in which filing is necessary or advisable to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders a valid(and, legal and perfected first-priority security interest in and lien on the Collateral subject to the extent required by the Public Indenture, the Retained Noteholders) the Lien on Collateral conferred under such Security Documents Instrument to the extent such Lien may be so filedperfected by Uniform Commercial Code filing; (c) if the Subsidiary Securities issued by such Subsidiary that are, registered or recorded are required to become, Pledged Interests, shall be owned by a Subsidiary who has not then executed and evidence thereof delivered to the Administrative Collateral Agent a Pledge Agreement granting a Lien to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders (and, to the extent required by the Public Indenture, the Retained Noteholders), in such equity interests, a Pledge Agreement executed by the Subsidiary that directly owns such Subsidiary Securities substantially in the form attached hereto as Exhibit L (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Collateral Agent), and if such Subsidiary Securities shall be owned by SEI or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to such Subsidiary Securities; (d) if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Collateral Agent for the benefit of the Collateral Agent and the Lenders (and, to the extent required by the Public Indenture, the Retained Noteholders) as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders (and, to the extent required by the Public Indenture, the Retained Noteholders) the Lien on such Subsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, a control agreement from the Registrar of such Subsidiary, in form and substance acceptable to the Collateral Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Collateral Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Collateral Agent, in each instance, until it receives notice from the Collateral Agent that all Liens on such Collateral in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders (and, as applicable, the Retained Noteholders) have been released or terminated, and (4) agrees that upon receipt of notice from the Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to a transferee identified in such notice, it will duly record such transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, notwithstanding any contrary instruction received from the pledgor; (f) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that no filing the failure to deliver such supplement shall be required with respect to intellectual property if not impair the Administrative Agent determines that such property is not material to rights conferred under the business of such SubsidiarySecurity Instruments in after acquired Collateral), and ; (viig) deliver an opinion of counsel to the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 9.19 and addressed to the Administrative Agent, the Collateral Agent and the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect Agent, including opinions, assumptions and qualifications similar to each those contained in the opinions of counsel delivered pursuant to Section 7.1(a); and (h) current copies, certified by an appropriate officer of such Person Subsidiary, of the Organizational Documents and Operating Documents of such Subsidiary, resolutions (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the matters set forth execution and delivery of documents described in this sectionSection 9.19.

New Subsidiaries. The Borrower shall, at its own expense, expense promptly, and in any event within ten (10i) Business Days prior to or contemporaneously with the next Financial Statements for each quarter and each year end required to be delivered by Section 5.01(a)(i) and (ii) (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion) after the formation or acquisition of any new direct Domestic Subsidiary (other than an Immaterial Subsidiary) or indirect after any Domestic Subsidiary of that is an Immaterial Subsidiary ceases to be an Immaterial Subsidiary and (ii) prior to or contemporaneously with the Borrower next Financial Statements for each quarter and each year end required to be delivered by Section 5.01(a)(i) and (ii) (as such time period may be extended by the Administrative Agent) after the date hereof formation or acquisition of any Foreign Subsidiary (iother than an Immaterial Subsidiary) or after any Foreign Subsidiary that is an Immaterial Subsidiary ceases to be an Immaterial Subsidiary: (A) notify the Administrative Agent of such eventevent in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (iiB) cause each Domestic Subsidiary (other than an Immaterial Subsidiary but including each Domestic Subsidiary that ceases to be an Immaterial Subsidiary) and each other Loan Party (other than a Foreign Subsidiary or an Immaterial Subsidiary), as applicable, to become a party to the Guaranty, the Security Agreement, the Intellectual Property Security Agreement and each other applicable Security Document in accordance with the terms thereof, execute additional Security Documents (including a Foreign Pledge Agreement, as applicable) if reasonably requested by the Administrative Agent and amend the Security Documents as appropriate in light of such event to pledge to the Collateral Administrative Agent for the benefit of itself and the Secured Parties Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) and 65% of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) of each such Person which becomes a Foreign Subsidiary (other than an Immaterial Subsidiary) that is owned directly by the Borrower or a Domestic Subsidiary (provided that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by any Loan Party of any additional Equity Securities in any such Foreign Subsidiary to the Administrative Agent, on behalf of itself and the Lenders, under the Security Documents could not reasonably be expected to result in an increase in the aggregate net consolidated tax liabilities of the Loan Parties, then, promptly after the change in such laws, all such additional Equity Securities shall be so pledged under the Security Documents) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iiiC) except in the case of an Immaterial Subsidiary, deliver (or cause the appropriate Person to deliver) to the Collateral Administrative Agent all stock certificates and other instruments added to the constituting Collateral thereby thereunder free and clear of all Liensadverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank, blank (iv) cause each Person that becomes a direct or indirect Subsidiary of and take such other steps as may be requested by the Borrower after the date hereof Administrative Agent to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to perfect the Administrative Agent's first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States of America), (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (viD) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect new Domestic Subsidiary of the Borrower after the date hereof(other than an Immaterial Subsidiary)) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to Permitted Liens) subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent Agent, (provided that no filing shall be required with respect to intellectual property E) if requested by the Administrative Agent determines that such property is not material to the business of such Subsidiary)Agent, and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person new Domestic Subsidiary (other than an Immaterial Subsidiary), and/or the pledge of the Equity Securities of each Domestic Subsidiary and Foreign Subsidiary and the matters set forth in this sectionSection and (F) deliver to the Administrative Agent the same organization documents, resolutions, certificates, lien searches and other matters set forth in Schedule 3.01(b) and (e) with respect to such new Subsidiary as required to be delivered with respect to the Borrower on the date hereof, in form and substance satisfactory to Administrative Agent. Notwithstanding anything herein to the contrary, no Excluded Subsidiary shall be required to be a Guarantor and no Excluded Assets shall be required to be pledged as Collateral.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) Business Days after Within 20 days of the formation creation or acquisition of any new direct or indirect Domestic Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes was not a Subsidiary on the Closing Date and which does not constitute a Receivables Subsidiary or an Aircraft Financing Subsidiary, the Parent shall cause such Subsidiary to execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect a Subsidiary Guaranty, and, to intellectual property if the extent the Administrative Agent determines that such property is not material Subsidiary has right and title to any assets which would constitute Collateral under any other Collateral Documents then in effect (other than Collateral Documents relating solely to the business Real Properties), deliver to the Collateral Agent a Security Agreement, an Aircraft Chattel Mortgage, and Collateral Assignments of Material Contracts as may be required by the Administrative Agent. In addition, the Parent shall cause, or shall cause such Domestic Subsidiary to cause, to be delivered to the Administrative Agent and the Collateral Agent within 20 days of the creation or acquisition of such SubsidiarySubsidiary a fully executed Information Disclosure Certificate, all documents required of other Subsidiaries under Section 4.01(f), each fully executed or certified as required by the Administrative Agent and (vii) deliver the Collateral Agent, an opinion of counsel in form and substance satisfactory to the Administrative Agent and the Collateral Agent with respect to such Subsidiary Guaranty and applicable Collateral Documents to be delivered pursuant to this Section 6.27, and a joinder agreement, in form satisfactory to the Administrative Agent and fully executed by such Subsidiary, whereby such Subsidiary becomes a party to the Contribution Agreement as a Contributing Party. (b) Within 20 days of the creation of any Receivables Subsidiary or any Aircraft Financing Subsidiary, the Parent shall cause (i) to the extent requested by the Administrative Agent, all of the capital stock, membership interests, or other units of equity or ownership in such Receivables Subsidiary or Aircraft Financing Subsidiary owned by the Parent or any Domestic Subsidiary to be pledged to the Collateral Agent as Collateral pursuant to a Pledge Agreement, along with an opinion of counsel regarding to such Pledge Agreement, and (ii) such Receivables Subsidiary or Aircraft Financing Subsidiary to execute and deliver an Information Disclosure Certificate and all documents required of other Subsidiaries under Section 4.01(f), each such Person and fully executed or certified as required by the matters set forth in this sectionAdministrative Agent.

New Subsidiaries. The Borrower shallNotify the Agent at the time that any Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary, at its own expense, promptly, and (i) Within 30 days (in the case of clause (A)) and 60 days (in any event within ten the case of clause (10B)) Business Days after of the formation or acquisition of any new direct Significant Subsidiary or indirect the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any time that any Subsidiary Securities of a Direct Foreign Subsidiary that is a Significant Subsidiary are acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, cause to be delivered to Agent for the benefit of Agent and the Financing Parties: (A) In the case of a Significant Subsidiary that is a Domestic Subsidiary, (I) a Guaranty substantially in the form of Exhibit F or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (II) an opinion of counsel to the Significant Subsidiary dated as of the Borrower after date of delivery of the date hereof Guaranty or Guaranty Joinder Agreement provided for in this Section 10.3A(a) and addressed to Agent and the Lenders, in form and substance reasonably acceptable to Agent, and (iIII) notify the Administrative Agent Organization Documents of such eventSignificant Subsidiary; (B) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, (iiI) amend a Pledge Agreement in such form as may be acceptable to the Security Documents as appropriate Agent or a Pledge Joinder Agreement, in light each case executed by the Lessee or any Domestic Subsidiary directly owning the stock of such event to Significant Subsidiary which shall pledge the Pledged Interests in such Subsidiary to the Collateral Agent for the benefit of the Secured Parties 100% Parties, (II) opinions of counsel to each pledgor and to the Significant Subsidiary that under the laws of the Equity Securities applicable foreign jurisdiction, all agreements, notices and other documents required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the laws of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate such jurisdiction to perfect the security interest created therebyLien conferred in favor of Agent have been duly executed, delivered, filed, recorded or taken, as the case may be, and (iiiIII) take such further action and deliver or cause to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each be delivered such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or further documents as reasonably requested by the Administrative Collateral Agent or the Agent to be filedeffect the transactions contemplated herein; provided, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a validhowever, legal that such Guaranty and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing opinion shall not be required with respect to intellectual property if the Administrative Agent determines a Domestic Subsidiary that such property (1) is not material intended to the business be a Significant Subsidiary only temporarily as part of such Subsidiary)a restructuring plan otherwise permitted by this Agreement, and (vii2) deliver an opinion of counsel in form and substance satisfactory fact ceases to be a Significant Subsidiary in accordance with such plan prior to the Administrative Agent end of the 30-day period described above; provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to each a Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan otherwise permitted by this Agreement and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60-day period described above; and provided further that Tech Data Finance SPV shall not be required to deliver a Guaranty. (ii) If at any time the sum of the total assets (including interests in their respective Subsidiaries) or total annual revenues (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV) that have not executed and delivered to Agent a Guaranty (or whose Guaranty has been released) exceeds in the aggregate $150,000,000, Lessee shall promptly cause there to be delivered to Agent one or more additional Facility Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Facility Guaranties, the sum of the total assets or total revenues, in either or both cases, of Domestic Subsidiaries (other than Tech Data Finance SPV) not having delivered a Guaranty does not exceed in the aggregate $150,000,000. (iii) The parties acknowledge and agree that so long as Section 7.12 of the Amended Tech Data Credit Agreement requires the pledge of the Pledged Interests of any Person, the actual Pledged Interests of such Person pledged to the Agent pursuant to this Section 10.3A(f) shall be the same as those pledged pursuant to Section 7.12 of the Amended Tech Data Credit Agreement, so that compliance with such agreement and this Lease does not result in the matters set forth in this sectionpledge of more than the Pledged Interests of such Person.

New Subsidiaries. The Borrower shallNotify the Administrative Agent at the time that any Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Direct Foreign Subsidiary, at its own expense, promptly, and (i) Within 30 days (in the case of clause (A)) and 60 days (in any event within ten the case of clause (10B)) Business Days after of the formation or acquisition of any new direct Significant Subsidiary or indirect the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any time that any Subsidiary Securities of the Borrower after the date hereof (i) notify a Direct Foreign Subsidiary that is a Significant Subsidiary are acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, cause to be delivered to the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% Administrative Agent and the Financing Parties: (A) In the case of a Significant Subsidiary that is a Domestic Subsidiary, (I) a Guaranty in form and in substance satisfactory to the Administrative Agent or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (II) an opinion of counsel to the Significant Subsidiary dated as of the Equity Securities date of each Person which becomes a Subsidiary delivery of the Guaranty or Guaranty Joinder Agreement provided for in this Section 10.3A(f) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver addressed to the Collateral Administrative Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all LiensLenders, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory reasonably acceptable to the Administrative Agent, (vIII) cause each the Organization Documents of such Person Significant Subsidiary and (IV) documents of the types referred to in Sections 6.1(f) and (g); (B) In the case of a Significant Subsidiary that becomes is a direct or indirect Subsidiary after the date hereof to execute Direct Foreign Subsidiary, (I) a pledge and security agreement Pledge Agreement in such form and substance satisfactory as may be acceptable to the Administrative Agent or a Pledge Joinder Agreement, in each case executed by the Lessee or any Domestic Subsidiary directly owning the stock of such Significant Subsidiary which shall pledge the Pledged Interests in such Subsidiary to the Collateral Agent, (viII) cause opinions of counsel to each document (including each Uniform Commercial Code financing statement pledgor and each filing with respect to intellectual property owned by each such Person the Significant Subsidiary that becomes a direct or indirect Subsidiary under the laws of the Borrower after the date hereof) applicable foreign jurisdiction, all agreements, notices and other documents required by law or reasonably requested by the Administrative Agent to be filedexecuted, registered delivered, filed or recorded in order and all other action required to create be taken, within or pursuant to the laws of such jurisdiction to perfect the Lien conferred in favor of the Collateral Agent for have been duly executed, delivered, filed, recorded or taken, as the benefit case may be, and (III) take such further action and deliver or cause to be delivered such further documents as reasonably requested by the Collateral Agent or the Administrative Agent to effect the transactions contemplated herein; provided, however, that such Guaranty and opinion shall not be required with respect to a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Incorporated Covenants, and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the Lenders 30-day period described above; provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to a valid, legal Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Incorporated Covenants and perfected first-priority security interest (2) in and lien on the Collateral subject fact ceases to be a Significant Subsidiary in accordance with such plan prior to the Security Documents end of the 60-day period described above; and provided further that neither Tech Data Finance SPV nor any Special Purpose Finance Subsidiary shall be required to be so filed, registered deliver a Guaranty. (ii) If at any time the sum of the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or recorded any Special Purpose Finance Subsidiary) that have not executed and evidence thereof delivered to the Administrative Agent a Guaranty (provided that no filing shall be required or whose Guaranty has been released) exceeds in the aggregate 10% of the total assets of the Lessee (on a consolidated basis with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiaryits Subsidiaries), and (vii) deliver an opinion of counsel in form and substance satisfactory the Lessee shall promptly cause there to be delivered to the Administrative Agent one or more additional Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Guaranties, the sum of the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Lessee (on a consolidated basis with its Subsidiaries). (e) Each of Schedules 2, 5.9 and 7.1(m) to the Participation Agreement is hereby amended by deleting it in its entirety and substituting therefor Schedules 2, 5.9 and 7.1(m) to this Amendment, respectively. (f) Each of the Financing Parties and the Administrative Agent hereby consent to the effectiveness of the Amended Tech Data Credit Agreement (as such definition is amended hereby) with respect to each such Person and the matters set forth in this sectionIncorporated Covenants (including the defined terms used therein) as incorporated by reference pursuant to Section 10.3A(a) of the Participation Agreement.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Within 10 Business Days after the formation ---------------- date of the acquisition or acquisition creation of any new direct or indirect Subsidiary of by the Borrower after the date hereof (i) notify the Administrative Agent of or Wholly- Owned Subsidiary, such event, (ii) amend the Security Documents as appropriate in light of such event Person will cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% Lenders each of the Equity Securities following: (i) a joinder to the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement; (ii) if such Subsidiary is a corporation, a limited liability company or a partnership that has issued certificates evidencing ownership of each interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or partnership, as the case may be, of such Person which becomes a Subsidiary and execute and deliver all documents pertaining thereto, together with duly executed stock powers or instruments required thereunder or appropriate to perfect the security interest created thereby, powers of assignment in blank affixed thereto; (iii) deliver if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest of such limited liability company or partnership, as the case may be, with respect to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary registration of the Borrower after Lien on membership or partnership interests in such Subsidiary, as the date hereof to guarantee the Obligations pursuant to documentation case may be, of such Person which is acknowledgment shall be in form and substance satisfactory to the Administrative Agent; (iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or, a Wholly-Owned Subsidiary of the Borrower, of such Subsidiary, certified as true, correct and complete by the Authorized Officer of the relevant Credit Party (provided that the failure to deliver such supplement shall not impair the rights conferred under the Collateral Documents in after acquired Collateral and Pledged Collateral); (v) cause each an opinion or opinions of counsel to the Borrower and such Person that becomes a direct or indirect Subsidiary after Subsidiary, dated as of the date hereof of delivery of the Guaranty, provided in the foregoing clause (i) and addressed to execute a pledge the Agent and security agreement the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative AgentAgent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1.8), to the ------------- effect that: (viA) cause such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing in each document jurisdiction listed on the schedule attached to such opinion; (B) the execution, delivery and performance of the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement described in clause (i) of this Section 7.1.12, have been duly -------------- authorized by all requisite action (including each Uniform Commercial Code financing statement any required shareholder, member or partner approval), such agreement has been duly executed and each filing delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with respect its terms, except to intellectual property owned the extent such enforceability may be limited by each such Person that becomes applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights and remedies generally, or to general principles of equity, whether enforcement thereof is considered in a direct or indirect Subsidiary court of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filedequity; and (C) all financing statements, registered or recorded instruments and documents are in order a form which is sufficient to create a security interest in favor of the Agent in the Pledged Collateral Agent for and the benefit Collateral, as the case may be; (vi) current copies of the Lenders a validcharter documents, legal including, limited liability agreements and perfected first-priority security interest in certificates of formation, partnership agreements and lien on the Collateral subject to the Security Documents to be so filedcertificates of limited partnership, registered or recorded if applicable, and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business bylaws of such Subsidiary), minutes of duly called and conducted meetings (viior duly effected consent actions) deliver an opinion of counsel the Board of Directors, members, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in form this Section 7.1.2 and substance evidence satisfactory to the Administrative ------------- Agent with respect (confirmation of the receipt of which will be provided by the Agent to each the Lenders) that such Person Subsidiary is Solvent as of such date and after giving effect to the matters set forth in this sectionGuaranty.

New Subsidiaries. The Such Borrower shallshall not, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5. Notwithstanding the foregoing, at its own expenseany time prior to the occurrence of a Liquidity Trigger Event and on at least thirty (30) days advance written notice to Agent: (i) Such Borrower may create or acquire one or more new Restricted Subsidiaries or Unrestricted Subsidiaries that are owned by such Borrower or another Restricted Subsidiary, promptly, and in any event within ten so long as (101) Business Days after the formation upon such creation or acquisition of any a Restricted Subsidiary, (y) such new direct or indirect Restricted Subsidiary enters into a continuing guaranty of the Obligations, and (z) Agent is granted a Lien by such Borrower after the date hereof (i) notify the Administrative Agent of or such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties other Restricted Subsidiary on 100% of the Equity Securities Capital Stock of each Person which becomes such new Restricted Subsidiary, such shares are delivered to Agent and all other necessary steps are taken to perfect Agent's Lien therein; provided, however, that Agent's Lien on the shares of any new Restricted Subsidiary shall only secure Obligations hereunder and not U.S. Loan Obligations, and (2) upon such creation or acquisition of an Unrestricted Subsidiary, such Borrower certifies that such new Unrestricted Subsidiary complies with the provisions of Section 6.12. Any such new Subsidiary permitted to be organized, created, or acquired shall be permitted to remain a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect following the security interest created therebyoccurrence of a Liquidity Trigger Event; and (ii) Such Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause so long as each Person that becomes a direct or indirect Subsidiary of the Borrower after conditions set forth in clauses (i) (y) and (z), of this Section 7.20 is met. In the date hereof event that a foreign Unrestricted Subsidiary being redesignated as a Restricted Subsidiary is not permitted (due to local regulatory restrictions) to guarantee the Obligations pursuant Obligations, or to documentation which have its Capital Stock pledged to Agent, such Unrestricted Subsidiary may nevertheless be redesignated as a Restricted Subsidiary (for the purposes of this Section 7.20 a "Qualified Restricted Subsidiary") so long as each other condition is in form and substance satisfactory met. Notwithstanding any other definitions or provisions of this Agreement or the Loan Documents to the Administrative Agentcontrary, (v) cause each there may not exist at any one time more than $20,000,000 of Investments in the aggregate in all Qualified Restricted Subsidiaries by such Person that becomes a direct Borrower or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionits other Restricted Subsidiaries.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten Within thirty (1030) Business Days days (or such longer period as the Administrative Agent may agree) after (x) the acquisition or formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (other than an Excluded Subsidiary) and (y) any Subsidiary ceases to be an Excluded Subsidiary: (i) notify the Administrative Agent thereof in writing, together with notice of (A) the jurisdiction of formation of such eventSubsidiary, (B) number of shares of each class of Capital Stock of such Subsidiary outstanding, (C) number and percentage of outstanding shares of each class of Capital Stock of such Subsidiary owned (directly or indirectly) by the Borrower or any Subsidiary and (D) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and (ii) amend the Security Documents as appropriate in light of cause such event Subsidiary (other than any Excluded Subsidiary) to pledge (A) become a Guarantor by executing and delivering to the Collateral Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary such purpose and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iiiB) deliver to the Collateral Administrative Agent all stock certificates and other instruments added documents of the types referred to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, clauses (iv) cause each and (v) of Section 5.01(a) (Conditions Precedent to Initial Borrowings) and favorable opinions of counsel to such Person that becomes a direct or indirect Subsidiary acceptable to the Administrative Agent (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Borrower after documentation referred to in the date hereof to guarantee the Obligations pursuant to documentation which is preceding clause (A), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided, however, (vx) if such Subsidiary is a Foreign Subsidiary and compliance with clause (A) above would reasonably be expected to cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory any material adverse tax consequences to the Administrative AgentBorrower and its Subsidiaries taken as a whole, then such Subsidiary shall not be required to comply with this clause (viii) cause each document and (including each Uniform Commercial Code financing statement and each filing y) if such Subsidiary is an Immaterial Subsidiary, then such Subsidiary shall not be required to comply with respect to intellectual property this clause (ii) so long as the aggregate amount of assets owned by each such Person all Immaterial Subsidiaries that becomes a direct or indirect Subsidiary are not Guarantors does not, as of any date of determination, exceed $250,000 in the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionaggregate.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten 30 days following the acquisition or creation (10by Division or otherwise) Business Days after the formation or acquisition of any new direct Domestic Subsidiary (other than an Excluded Subsidiary), or indirect the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary, (b) (i) notify Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Administrative Agent and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered addressed to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if and the Administrative Agent determines that such property is not material to the business of such Subsidiary)Lenders, and (vii) deliver an opinion of counsel in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organization Documents of each such Domestic Subsidiary, together with 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 Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect; and (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent with respect to each such Person and of the matters set forth in this section.proposed joinder of a Borrower. [Key Tronic] Credit Agreement #510968250

New Subsidiaries. The Borrower shallNotify the Administrative Agent at the time that any Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary, at its own expense, promptly, and (a) Within 30 days (in the case of clause (i)) and 60 days (in any event within ten the case of clause (10ii)) Business Days after of the formation or acquisition of any new direct Significant Subsidiary or indirect the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any time that any Subsidiary Securities of a Direct Foreign Subsidiary that is a Significant Subsidiary are acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, cause to be delivered to Administrative Agent for the Borrower after benefit of Administrative Agent and the date hereof Lenders: (i) notify In the case of a Significant Subsidiary that is a Domestic Subsidiary, (A) a Facility Guaranty substantially in the form of Exhibit F or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (B) an opinion of counsel to the Significant Subsidiary dated as of the date of delivery of the Facility Guaranty or Guaranty Joinder Agreement provided for in this Section 7.12 and addressed to Administrative Agent and the Lenders, in form and substance reasonably acceptable to Administrative Agent, and (C) the Organization Documents of such Significant Subsidiary; (ii) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, (A) a Pledge Agreement in such form as may be acceptable to the Administrative Agent or a Pledge Joinder Agreement, in each case executed by the Borrower or any Domestic Subsidiary directly owning the stock of such event, (ii) amend Significant Subsidiary which shall pledge the Security Documents as appropriate Pledged Interests in light of such event to pledge Subsidiary to the Collateral Agent for the benefit of the Secured Parties 100% Parties, (B) opinions of counsel to each pledgor and to the Significant Subsidiary that under the laws of the Equity Securities applicable foreign jurisdiction, all agreements, notices and other documents required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the laws of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate such jurisdiction to perfect the security interest created therebyLien conferred in favor of Administrative Agent have been duly executed, delivered, filed, recorded or taken, as the case may be, and (iiiC) take such further action and deliver or cause to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each be delivered such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or further documents as reasonably requested by the Collateral Agent or the Administrative Agent to be filedeffect the transactions contemplated herein; provided, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a validhowever, legal that such Facility Guaranty and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing opinion shall not be required with respect to intellectual property if the Administrative Agent determines a Domestic Subsidiary that such property (1) is not material intended to the business be a Significant Subsidiary only temporarily as part of such Subsidiary)a restructuring plan otherwise permitted by this Agreement, and (vii2) deliver an opinion of counsel 68 in form and substance satisfactory fact ceases to be a Significant Subsidiary in accordance with such plan prior to the Administrative Agent end of the 30-day period described above; provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to each a Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan otherwise permitted by this Agreement and (2) in fact ceases to be a Significant Subsidiary in accordance with such Person plan prior to the end of the 60-day period described above; and provided further that Tech Data Finance SPV shall not be required to deliver a Facility Guaranty. (b) If at any time the matters set forth sum of the total assets (including interests in this sectiontheir respective Subsidiaries) or total annual revenues (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV) that have not executed and delivered to Administrative Agent a Facility Guaranty (or whose Facility Guaranty has been released) exceeds in the aggregate $150,000,000, Borrower shall promptly cause there to be delivered to Administrative Agent one or more additional Facility Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Facility Guaranties, the sum of the total assets or total revenues, in either or both cases, of Domestic Subsidiaries (other than Tech Data Finance SPV) not having delivered a Facility Guaranty does not exceed in the aggregate $150,000,000.

New Subsidiaries. The Borrower shall, at its own expense, promptly, (a) Within 30 days in the case of clause (i) and 60 days in any event within ten the case of clause (10ii) Business Days after of the formation or acquisition Acquisition of any new direct Significant Subsidiary or indirect at any time a Subsidiary of the Borrower after the date hereof (i) notify the becomes a Significant Subsidiary, cause to be delivered to Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of Administrative Agent and the Secured Parties 100% Lenders: (i) In the case of a Significant Subsidiary that is a Domestic Subsidiary, (A) a Facility Guaranty substantially in the form of EXHIBIT K executed by such Significant Subsidiary, (B) an opinion of counsel to the Significant Subsidiary dated as of the Equity Securities date of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary delivery of the Borrower after Facility Guaranty provided for in this SECTION 7.13 and addressed to Administrative Agent and the date hereof to guarantee the Obligations pursuant to documentation which is Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent, and (vC) cause each the Organization Documents of such Person Significant Subsidiary; (ii) In the case of a Significant Subsidiary that becomes is a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative AgentDirect Foreign Subsidiary, (viA) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned a Pledge Agreement executed by each such Person that becomes a direct or indirect Subsidiary of the Borrower after or any Domestic Subsidiary directly owning the date hereof) required by law or reasonably requested by the stock of such Significant Subsidiary which shall pledge to Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of Administrative Agent and the Lenders a validLenders, legal 65% of the voting securities or other interests having ordinary voting power and perfected first-priority security interest 100% of the other securities or of interests in such Significant Subsidiary, (B) opinions of counsel to each Pledgor and lien on the Collateral subject to the Security Documents Significant Subsidiary that under the laws of the applicable foreign jurisdiction, all agreements, notices and other documents required to be so filedexecuted, registered delivered, filed or recorded and evidence thereof delivered all other action required to be taken, within or pursuant to the laws of such jurisdiction to perfect the Lien conferred in favor of Administrative Agent (provided that no filing shall be required with respect to intellectual property if has been duly executed, delivered, filed, recorded or taken, as the Administrative Agent determines that such property is not material to the business of such Subsidiary)case may be, and (viiC) take such further action and deliver an opinion of counsel in form and substance satisfactory or cause to the be delivered such further documents as reasonably requested by Administrative Agent with respect to each effect the transactions contemplated herein; (b) If at any time the sum of the total assets or total annual revenues of Domestic Subsidiaries that have not executed and delivered to Administrative Agent a Facility Guaranty exceeds in the aggregate $150,000,000, Borrower shall promptly cause there to be delivered to Administrative Agent one or more additional Facility Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such Person and additional Facility Guaranties, the matters set forth sum of the total assets or total revenues, in this sectioneither or both cases, of Domestic Subsidiaries not having delivered a Facility Guaranty does not exceed in the aggregate $150,000,000.

New Subsidiaries. The Borrower shall, at its own expenseimmediately upon any Investment in a new Subsidiary permitted by Section 9.3(f) hereof, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Agent, for the benefit of the Secured Parties 100% of Banks and the Equity Securities Agents, the capital stock of each Person new Subsidiary in which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations invests pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a stock pledge and security agreement in form and substance satisfactory to the Administrative AgentAgents and the Banks, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect such new Subsidiary shall grant to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in and lien on all of its personal property assets (with such exceptions are as acceptable to the Collateral subject Required Banks) pursuant to an instrument of adherence to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Agreement in form and substance satisfactory to the Administrative Agent with respect to each such Person Agents and the matters set forth Banks. In addition, the Borrower shall immediately upon such Investment, revise Schedule 7.19 hereto to reflect the acquisition of each new Subsidiary. Each new Subsidiary in which the Borrower invests shall, immediately upon such Investment, execute and deliver to the Collateral Agent, for the benefit of the Banks and the Agents, a guaranty of the payment and performance of all of the Obligations, in form and substance satisfactory to the Agents and the Banks, together with acceptable security documents including without limitation, the aforementioned instrument of adherence to the Security Agreement, legal opinions, and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such guaranty and such security documents and to perfect the Collateral Agent's security interest in all of such new Subsidiary's assets, including (a) the resolutions of the Board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, certified by an officer of such new Subsidiary, (b) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (c) a certificate of the Secretary or an Assistant Secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign such guaranty and such security documents, (d) UCC-1 financing statements, and (e) such other documents as the Collateral Agent may reasonably request. Upon delivery of the aforementioned documents, such new Subsidiary shall become a guarantor of the Obligations hereunder and, except as otherwise agreed to by the Required Banks, shall comply with and be bound by all of the terms and conditions of the Loan Documents as a Subsidiary of the Borrower thereunder, and the Borrower shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Subsidiary of the Borrower on the Closing Date, including making all representations and warranties as a guarantor under each of the Loan Documents. Notwithstanding anything contained in this sectionSection 8.19 to the contrary and to the extent permitted pursuant to Section 9.12, no Subsidiary which is incorporated or organized outside the United States of America (a "Foreign Subsidiary") shall be required hereunder to execute or deliver a guaranty or security agreement or otherwise pledge, or grant a security interest in, any of its assets, and the Borrower and any Subsidiary shall not be required to pledge more than sixty-five percent (65%) of the outstanding capital stock, or other equity interest, of any Foreign Subsidiary, in each case to the extent such guaranty, security agreement, pledge or grant would cause a deemed repatriation of the accumulated earnings and profits of such Foreign Subsidiary to its parent.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten Within thirty (1030) Business Days after days following the formation ---------------- acquisition or acquisition creation of any new direct Subsidiary other than an MSH Trust, or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventupon which any previously inactive Subsidiary ceases to be inactive, (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (a) a validFacility Guaranty executed by such Subsidiary substantially in the form of Exhibit K; --------- (b) an Intercompany Notes Pledge Agreement of such Subsidiary substantially in the form of Exhibit G, legal together with such Uniform --------- Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and perfected first-priority security interest naming the Agent for the benefit of the Lenders as "Secured Party", in form, substance and lien number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on the Collateral subject conferred under such Security Instrument to the Security Documents to extent such Lien may be so filedperfected by Uniform Commercial Code filing; (A) the Pledged Stock of such Subsidiary, registered together with duly executed stock powers or recorded powers of assignment in blank affixed thereto, and evidence thereof (B) if such Collateral shall be owned by a Subsidiary who has not then executed and delivered to the Administrative Agent a Stock Pledge Agreement granting a Lien to the Agent in such Collateral, a Stock Pledge Agreement substantially similar in form and content to that executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; (d) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that no filing the failure to deliver such supplement shall be required with respect to intellectual property if not impair the Administrative Agent determines that such property is not material to rights conferred under the business of such SubsidiarySecurity Instruments in after acquired Collateral), and ; (viie) deliver an opinion of counsel to the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 9.19 and addressed to the Agent and the Lenders, ------------ in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 7.1(a)), to the effect that: -------------- (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such Person qualification and the matters set forth failure to be so qualified could reasonably be likely to result in a Material Adverse Effect; (B) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this section.Section 9.19 ------------ to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its 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 (whether considered in a proceeding at law or in equity); and (C) to the extent required by applicable law, the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Agent by the Subsidiary in connection with the delivery of the Security Instruments of such Subsidiary have been duly executed by the Subsidiary and are in form, substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such Security Instruments to the extent such Lien may be perfected by Uniform Commercial Code filing, and to the extent that possession of the Pledged Stock or Intercompany Notes owned by such Subsidiary is required to perfect the Lien of the Agent therein, the Agent has a duly perfected Lien in such Collateral as in existence as of the date of such opinion; (f) current copies of the charter documents and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 9.19; ------------

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten 30 days following the acquisition or creation (10by Division or otherwise) Business Days after the formation or acquisition of any new direct Domestic Subsidiary (other than an Excluded Subsidiary), or indirect the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement reasonably acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary; (i) notify Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Administrative Agent and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered addressed to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if and the Administrative Agent determines that such property is not material to the business of such Subsidiary)Term Loan Lenders, and (vii) deliver an opinion of counsel in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organization Documents of each such Domestic Subsidiary, together with 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 Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect; and (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Term Loan Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or the Term Loan Lenders reasonably promptly after written notice to the Administrative Agent with respect to each such Person and of the matters set forth in this sectionproposed joinder of a Borrower.

New Subsidiaries. The Borrower shallNot later than thirty (30) days after, at its own expenseor such additional time as agreed upon in the Administrative Agent’s reasonable discretion, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the acquisition or creation of any Domestic Subsidiary, any Direct Foreign Subsidiary, or any PR Subsidiary, or (ii) any Subsidiary becoming a Domestic Subsidiary (including by ceasing to be an Excluded Subsidiary), a Direct Foreign Subsidiary or a PR Subsidiary, cause to be delivered to the Administrative Agent each of the following: (a) to the extent such Subsidiary is a Domestic Subsidiary or a PR Subsidiary, a Guaranty Joinder Agreement duly executed by such Subsidiary; (b) to the extent such Subsidiary is a Domestic Subsidiary, required Security Instruments of such eventSubsidiary, including a Security Joinder Agreement duly executed by such Subsidiary (iiwith all schedules thereto appropriately completed) amend and an Intellectual Property Security Joinder Agreement (with all schedules thereto appropriately completed) (together, if required by the Security Documents Collateral Agent, with an Assignment of Patents, Trademarks and Copyrights), together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as appropriate in light of such event to pledge to “Debtor” and naming the Collateral Agent for the benefit of the Senior Secured Parties 100% Parties, in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent and its special counsel to be filed in all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect offices in all jurisdictions in which filing is necessary or advisable to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien Senior Secured Parties the Lien on the Collateral subject conferred under such Security Instrument to the Security Documents extent such Lien may be perfected by Uniform Commercial Code filing, and if such Subsidiary owns any Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (c) if the Subsidiary Securities issued by such Subsidiary that are, or are required to become, Pledged Interests, shall be so filed, registered or recorded owned by a Subsidiary who has not then executed and evidence thereof delivered to the Administrative Collateral Agent a Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Collateral Agent, for the benefit of the Senior Secured Parties, in such equity interests, a Pledge Joinder Agreement executed by the Subsidiary (provided with all schedules thereto appropriately completed) that no filing directly owns such Subsidiary Securities (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Collateral Agent), and if such Subsidiary Securities shall be owned by SEI or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required with respect by such Pledge Agreement pertaining to intellectual property such Subsidiary Securities; (d) if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as “Debtor” and naming the Collateral Agent for the benefit of the Senior Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Senior Secured Parties the Lien on such Subsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, unless waived by the Collateral Agent in its reasonable discretion, a control agreement from the Registrar of such Subsidiary, in form and substance acceptable to the Collateral Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Collateral Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Collateral Agent, in each instance, until it receives notice from the Collateral Agent that all Liens on such Collateral in favor of the Collateral Agent for the benefit of the Senior Secured Parties have been released or terminated, and (4) agrees that upon receipt of notice from the Administrative Agent determines or the Collateral Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such property is not material notice have been transferred to a transferee identified in such notice, it will duly record such transfer of Subsidiary Securities on the business appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary)Subsidiary Securities pending further transfer, and notwithstanding any contrary instruction received from the pledgor; (viif) deliver if requested by the Administrative Agent, an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 6.19 and addressed to the Administrative Agent, the Collateral Agent and the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect Agent, including opinions, assumptions and qualifications similar to each those contained in the opinions of counsel delivered pursuant to Section 4.01(a); and (g) current copies, certified by an appropriate officer of such Person Subsidiary, of the Organization Documents of such Subsidiary, resolutions (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the matters set forth execution and delivery of documents described in this sectionSection 6.19.

New Subsidiaries. The Borrower shall, at its own expenseimmediately upon any Investment in a new Subsidiary permitted by Section 9.3(f) hereof, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Agent, for the benefit of the Secured Parties 100% of Lenders and the Equity Securities Agents, the capital stock of each Person new Subsidiary in which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations invests pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a stock pledge and security agreement in form and substance satisfactory to the Administrative AgentAgents and the Lenders, and such new Subsidiary shall grant to the Collateral Agent a perfected priority security interest (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect subject only to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create liens in favor of the Senior Collateral Agent Agent, for the benefit of the Senior Lenders a valid, legal and perfected first-the Senior Agents and Permitted Liens entitled to priority security interest under applicable law) in and lien on all of its personal property assets (with such exceptions as are acceptable to the Collateral subject Required Lenders) pursuant to an instrument of adherence to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Agreement in form and substance satisfactory to the Administrative Agent with respect to each such Person Agents and the matters set forth Lenders. In addition, the Borrower shall immediately upon such Investment, revise Schedule 7.19 hereto to reflect the acquisition of each new Subsidiary. Each new Subsidiary in which the Borrower invests shall, immediately upon such Investment, execute and deliver to the Collateral Agent, for the benefit of the Lenders and the Agents, a guaranty of the payment and performance of all of the Obligations, in form and substance satisfactory to the Agents and the Lenders, together with acceptable security documents including without limitation, the aforementioned instrument of adherence to the Security Agreement, legal opinions, and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such guaranty and such security documents and to perfect the Collateral Agent’s security interest in all of such new Subsidiary’s assets, including (a) the resolutions of the Board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, certified by an officer of such new Subsidiary, (b) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (c) a certificate of the Secretary or an Assistant Secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign such guaranty and such security documents, (d) UCC-1 financing statements, and (e) such other documents as the Collateral Agent may reasonably request. Upon delivery of the aforementioned documents, such new Subsidiary shall become a guarantor of the Obligations hereunder and, except as otherwise agreed to by the Required Lenders, shall comply with and be bound by all of the terms and conditions of the Loan Documents as a Subsidiary of the Borrower thereunder, and the Borrower shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Subsidiary of the Borrower on the Closing Date, including making all representations and warranties as a guarantor under each of the Loan Documents. Notwithstanding anything contained in this section.Section 8.19 to the contrary and to the extent permitted pursuant to

New Subsidiaries. The Borrower shall, at its own expense, promptlySuch Loan Party shall not, and in shall not permit any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof Mexican Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Domestic Subsidiary other than those listed on Schedule 6.5; provided, however, that (i) notify Foamex or any of its Domestic Subsidiaries may acquire a Domestic Subsidiary pursuant to a Permitted Acquisition or organize or create a Domestic Subsidiary in connection with the consummation of a Permitted Acquisition so long as within five (5) days of such acquisition, organization or creation of such Domestic Subsidiary (A) the direct owner of the capital stock or other equity interests of such Domestic Subsidiary has executed and delivered to the Administrative Agent of a new security agreement or such event, (ii) amend the Security Documents as appropriate in light of such event to pledge amendments to the Collateral U.S. Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties 100% Administrative Agent and the Lenders, a Lien on all of the Equity Securities capital stock or other equity interests of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebysuch Domestic Subsidiary, (iiiB) deliver if such capital stock or other equity interests is issued in certificated form, such owner has delivered to the Collateral Agent all stock certificates and other instruments added Working Capital Agent, pursuant to the Collateral thereby free and clear terms of all Liensthe Senior Lenders Intercreditor Agreement, accompanied by or the Administrative Agent, any certificates representing such capital stock or other equity interests, together with undated stock powers executed and delivered in blank by a duly authorized officer of such owner, (C) such Domestic Subsidiary shall become a Guarantor hereunder and become a grantor under the U.S. Security Agreement and under the other applicable Loan Documents and (D) if requested by the Administrative Agent, such owner and such Domestic Subsidiary shall have delivered or caused to be delivered to the Administrative Agent legal opinions and other documents relating to matters described in clauses (A), (B) and (C) above, which opinions and other documents shall be in form and substance, and (in the case of legal opinions) from counsel, reasonably satisfactory to the Administrative Agent; and (ii) Foamex Canada may acquire a Canadian Subsidiary pursuant to a Permitted Acquisition or organize or create a Canadian Subsidiary in connection with the consummation of a Permitted Acquisition so long as within five (5) days of such acquisition, organization or creation of such Canadian Subsidiary, (A) the direct owner of the capital stock or other equity interests of such Canadian Subsidiary has executed and delivered to the Administrative Agent a new security agreement or such amendments to the Canadian Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a Lien on all of the capital stock or other equity interests of such Canadian Subsidiary, (B) if such capital stock or other equity interests is issued in certificated form, such owner has delivered to the Working Capital Agent, pursuant to the terms of the Senior Lenders Intercreditor Agreement, or the Administrative Agent, any certificates representing such capital stock or other equity interests, together with undated stock powers executed and delivered in blank by a duly authorized officer of such owner or other instruments of transfer executed in blankreasonably requested by the Administrative Agent, (ivC) cause each Person such Canadian Subsidiary shall (a) enter into a guarantee that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Canadian Subsidiary shall become a Guarantor, (vb) cause each execute and deliver a Canadian Security Agreement and other applicable Loan Documents and (c) enter into such Person that becomes other documentation as the Administrative Agent may reasonably request to have such Canadian Subsidiary become bound by the covenants applicable to a direct Loan Party hereunder, and (D) if requested by the Administrative Agent, such owner and such Canadian Subsidiary shall have delivered or indirect Subsidiary after caused to be delivered to the date hereof Administrative Agent legal opinions and other documents relating to execute a pledge matters described in clauses (A), (B) and security agreement (C) above, which opinions and other documents shall be in form and substance substance, and (in the case of legal opinions) from counsel, reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten (10) 30 Business Days after following the formation acquisition or acquisition creation of any new direct or indirect Domestic Subsidiary cause to be delivered to the Lender each of the Borrower after following, as applicable: (a) a joinder agreement acceptable to the date hereof Lender duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested by the Lender, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Lender in all Collateral of such Domestic Subsidiary; (i) notify Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Lender for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Lender and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Agent Lender for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests, Securities and Instruments) and such other documents and agreements as may be reasonably required by the Lender, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in and lien on all Collateral in which such Domestic Subsidiary has an interest consistent with the Collateral subject to terms of the Security Documents to be so filedLoan Documents; (c) upon the written request of the Lender, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel to each such Domestic Subsidiary and addressed to the Lender, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect Lender, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); and (d) current copies of the Organizational Documents of each such Domestic 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 Organizational Documents or applicable Law, of the shareholders, members or partners) of such Person authorizing the actions and the matters set forth execution and delivery of documents described in this sectionSection 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Lender may elect.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten (10) 30 Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify as such deadline may be extended from time to time by the Administrative Agent in its sole discretion) following the acquisition or creation of any Domestic Restricted Subsidiary that is a Material Subsidiary (other than any Excluded Domestic Subsidiary), by Division or otherwise, or the time any existing Domestic Subsidiary (other than any Unrestricted Subsidiary and any Excluded Domestic Subsidiary) is otherwise required to become a Borrower in compliance with Section 3.03(b) or Section 7.15(b)(i), in each such eventcase, (ii) amend the Security Documents as appropriate in light of such event Company shall cause to pledge be delivered to the Collateral Administrative Agent each of the following, as applicable, all of which shall be in form and substance acceptable to the Administrative Agent: (a) a Borrower Joinder Agreement duly executed by such Domestic Subsidiary; (b) a Security Joinder Agreement duly executed by such Domestic Subsidiary; (c) Uniform Commercial Code financing statements naming such Domestic Subsidiary as "Debtor" and naming the Administrative Agent for the benefit of the Secured Parties 100% as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Administrative Agent and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien Secured Parties the Lien on the Collateral subject conferred under such Security Instrument to the Security Documents extent such Lien may be perfected by Uniform Commercial Code filing; (d) upon the reasonable request of the Administrative Agent, an opinion of counsel to be so filedeach Domestic Subsidiary executing Joinder Agreements, registered or recorded pursuant to this Section 7.12, dated as of the date of delivery of such applicable Joinder Agreements (and evidence thereof delivered other Loan Documents) provided for in this Section 7.12 and addressed to the Administrative Agent (provided that no filing shall be required with respect and the Lenders, reasonably acceptable to intellectual property if the Administrative Agent determines that such property is not material to the business Agent, each of such Subsidiary), and (vii) deliver an opinion of counsel which opinions may be in form and substance satisfactory substance, including assumptions and qualifications contained therein, substantially similar to the Administrative Agent with respect those opinions of counsel delivered pursuant to each such Person and the matters set forth in this section.Section 5.01(a); 104 119482860_14 #193013499_v7

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after Simultaneously with the formation acquisition or acquisition creation of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventSubsidiary, (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (a) a validFacility Guaranty executed by such Subsidiary substantially in the form of Exhibit I; (b) a Security Agreement of such Subsidiary substantially in the form of Exhibit J, legal together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and perfected first-priority security interest naming the Agent for the benefit of the Lenders as "Secured Party", in form, substance and lien number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on the Collateral subject conferred under such Security Instrument to the Security Documents to extent such Lien may be so filedperfected by Uniform Commercial Code filing; (c) if such Subsidiary is a corporation (A) the Pledged Stock, registered together with duly executed stock powers or recorded powers of assignment in blank affixed thereto, and evidence thereof (B) if such Collateral shall be owned by a Subsidiary who has not then executed and delivered to the Administrative Agent a Security Instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a Security Agreement or a Pledge Agreement (as appropriate) substantially similar in form and content to that executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; (d) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that no filing the failure to deliver such supplement shall be required with respect to intellectual property not impair the rights conferred under the Security Instruments in after acquired Collateral); (e) if the Administrative Agent determines that such property is not material to the business of such Subsidiary)applicable, Landlord Waivers, Mortgages, an Intellectual Property Security Agreement and Intellectual Property Assignments; (viif) deliver an opinion of counsel to the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 7.20 and addressed to the Agent and the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1(a)), to the effect that: (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such Person qualification and the matters set forth failure to be so qualified would reasonably be likely to result in a Material Adverse Effect; (B) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this sectionSection 7.20 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its 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 (whether considered in a proceeding at law or in equity); and (C) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Agent by the Subsidiary in connection with the delivery of the Security Instruments of such Subsidiary have been duly executed by the Subsidiary and are in form, substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such Security Instruments to the extent such Lien may be perfected by Uniform Commercial Code filing; (g) 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 60 required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.20.

New Subsidiaries. The In the event any Person becomes a Subsidiary after the Closing Date, the Borrower shall, at its own expense, promptly, and in any event shall deliver to the Administrative Agent within ten twenty (1020) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit each of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyfollowing items, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, : (va) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security an accession agreement in the form and substance satisfactory to annexed hereto as Exhibit K executed by such Subsidiary; (b) the Administrative Agentarticles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (viif any) cause each document of such Subsidiary certified as of a recent date by the Secretary of State of the State of formation of such Subsidiary; (including each Uniform Commercial Code financing statement and each filing c) a Certificate of Good Standing or certificate of similar meaning with respect to intellectual property owned such Subsidiary issued as of a recent date by the Secretary of State of the State of formation of such Subsidiary and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) is required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered qualified; (d) a certificate of incumbency signed by the Secretary or recorded and evidence thereof delivered to the Administrative Agent Assistant Secretary (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business or other individual performing similar functions) of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent Subsidiary with respect to each of the officers or other representatives of such Person Subsidiary authorized to execute and deliver the matters set forth Loan Documents to which such Subsidiary is a party; (e) copies certified by the Secretary or Assistant Secretary of such Subsidiary (or other individual performing similar functions) of (i) the bylaws of such Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in this sectionthe case of any other form or legal entity and (ii) all corporate, partnership, member or other similar action taken by such Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (f) an opinion of legal counsel to such Subsidiary, regarding the due formation and good standing of such Subsidiary, the authorization, execution, delivery and enforceability of the Loan Documents to which it is a party, and such other matter as the Administrative Agent may reasonably request; and (g) such other documents and instruments as the Administrative Agent may reasonably request.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) Promptly notify the Administrative Agent of such event, at the time that any Domestic Subsidiary becomes a Significant Subsidiary (iiother than an Excluded Subsidiary) amend the Security Documents as appropriate in light of such event or any Domestic Subsidiary is acquired that constitutes a Significant Subsidiary (other than an Excluded Subsidiary) and within 60 days thereof cause to pledge be delivered to the Collateral Administrative Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of and the Lenders (A) a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Facility Guaranty in form and substance satisfactory to the Administrative Agent or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (B) an opinion of counsel to such Significant Subsidiary dated as of the date of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to Administrative Agent and the Lenders, in form and substance reasonably acceptable to Administrative Agent, (C) the Organization Documents of such Significant Subsidiary, (D) documents of the types referred to in Sections 5.01(a)(iii), (iv), and (vi), (E) a certificate signed by a Responsible Officer in form acceptable to the Administrative Agent setting forth the amount of assets and revenues of each of the Borrower and each of its Domestic Subsidiaries, and (F) any updates or supplements as necessary to ensure that Schedule 6.13 is accurate and complete as of the date of such financial statements; provided, however, that such Facility Guaranty and opinion shall not be required with respect to each a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement, and (2) in fact ceases to be a Significant Subsidiary in accordance with such Person plan prior to the end of the 60-day period described above; and provided, further, that no Excluded Subsidiary shall be required to deliver a Facility Guaranty. (b) If at any time the matters set forth sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors exceeds in this sectionthe aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries), the Borrower shall promptly cause one or more additional Domestic Subsidiaries that do not constitute Significant Subsidiaries to become a Guarantor in order that after giving effect to such additional Guarantors, the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries).

New Subsidiaries. The Borrower shall(a) An Obligor may form or acquire new Subsidiaries which are not Excluded Subsidiaries (subject, at its own expensewith respect to Permitted Acquisitions, promptly, and to the conditions set forth in any event within ten (10Section 9.12 hereof) Business Days after the formation or acquisition of any new direct or indirect convert an Excluded Subsidiary of the Borrower after the date hereof to an Obligor so long as: (i) notify such Subsidiary is organized under the Administrative Agent laws of such event, the United States or any state or territory thereof, (ii) amend promptly upon any such formation, acquisition or conversion (but no later than thirty (30) days after the Security Documents as appropriate in light of formation, acquisition or conversion thereof), (A) such event Obligor shall cause any such Subsidiary to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver to Agent: (1) a Guarantor Joinder Agreement pursuant to which such Subsidiary (x) absolutely and unconditionally guarantees payment of any and all documents or instruments required thereunder or appropriate present and future Obligations of Borrowers to perfect the Agent and (y) grants to Agent a first and prior security interest created therebyand lien upon all of the assets of such Subsidiary which constitute Collateral subject to Permitted Liens or Liens otherwise consented to in writing by Agent, and (2) such other agreements, documents and instruments as Agent may reasonably require which shall be reasonably satisfactory in form and substance to Agent, including, but not limited to, supplements and amendments hereto, authorization to file UCC financing statements, Collateral Access Agreements (to the extent required to be delivered pursuant to the terms hereof) and other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, corporate resolutions and other organization and authorizing documents of such Person, and opinions of counsel (in connection with Permitted Acquisitions), (iiiB) such Obligor shall execute and deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement granting to Agent a first pledge of and lien on all of the issued and outstanding shares of Capital Stock of such Subsidiary, and (C) such Obligor shall deliver the original stock certificates evidencing such shares of Capital Stock (or such other evidence as may be issued in the case of a limited liability company) together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a limited liability company). (iii) Agent shall have received, in form and substance satisfactory to the Administrative Agent, evidence that Agent has valid and perfected security interests in and liens upon all of the assets of such Subsidiary, to the extent such assets constitute Collateral hereunder, and (viiv) cause each document as of the date of the organization, formation or acquisition of any Obligor and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing. (including each Uniform Commercial Code financing statement b) An Obligor may form or acquire Excluded Subsidiaries on and each filing after the date hereof so long as on the date of such formation or acquisition and immediately after giving effect thereto, the conditions set forth in Section 9.12(c) hereof are satisfied. Unless such Person has been designated by Administrative Borrower as an Excluded Subsidiary in accordance with Section 9.12(c) hereof, Administrative Borrower shall designate such newly formed or acquired Person as an Excluded Subsidiary promptly upon such formation or acquisition in a writing by Administrative Borrower delivered to Agent. (c) With respect to the formation of an Obligor or conversion of an Excluded Subsidiary to an Obligor pursuant to this Section (other than a Retail Store Subsidiary in the United States), in no event shall any Inventory or Credit Card Receivables of any new Obligor be deemed Eligible Inventory or Eligible Credit Card Receivables be or be deemed to be Eligible Inventory and/or Eligible Credit Card Receivables until Agent shall have conducted a field examination with respect to intellectual property owned such assets and the results of such field examination and other due diligence shall be reasonably satisfactory to Agent, and then only to the extent the criteria for Eligible Inventory and Eligible Credit Card Receivables set forth herein are satisfied with respect thereto (as such criteria may be reasonably modified by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor reflect the results of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required Agent’s field examination including any separate advance percentage with respect to intellectual property such Inventory or Credit Card Receivables or Reserves as Agent may reasonably determine but otherwise in accordance with the definitions of Eligible Inventory and Eligible Credit Card Receivables. Upon the reasonable request of Agent, if practicable, the Inventory or Credit Card Receivables of such Obligor shall be separately identified and reported to Agent in a manner reasonably satisfactory to Agent for a time period reasonably satisfactory to Agent. In addition, if the Administrative new Obligor is seeking to have Inventory included in the Borrowing Base, Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver shall require an opinion of counsel appraisal thereof in form and substance containing assumptions and appraisal methods reasonably satisfactory to Agent by an appraiser reasonably acceptable to Agent, on which Agent and Lenders are expressly permitted to rely (and any Inventory to be included in the Administrative Borrowing Base of such new Obligor shall only be included in the Borrowing Base to the extent that Agent has received such appraisal with respect to each such Person and the matters set forth in this sectionthereto).

New Subsidiaries. The Upon the creation of any Subsidiaries ------------ ---------------- permitted to be created under (S) 7.10 which is not in existence on the date -------- hereof, the Borrower shall, shall at its own expense: (a) duly execute and deliver, promptly, or cause such Subsidiary to duly execute and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify deliver to the Administrative Agent a Subsidiary Guaranty in respect of such eventSubsidiary (with such changes thereto as the Administrative Agent may reasonably request); (b) duly execute and deliver, (ii) amend the Security Documents as appropriate in light of or cause such event Subsidiary to pledge duly execute and deliver, to the Collateral Administrative Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary Security Agreement (with such changes thereto as the Administrative Agent may reasonably request) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebysuch other mortgages, (iii) deliver to the Collateral Agent all stock certificates pledges, assignments and other instruments added to the Collateral thereby free and clear of all Lienssecurity agreements, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, (v) securing payment of all of the obligations of such Subsidiary under its Guaranty and the obligations of the Loan Parties under the Loan Documents and constituting Liens on all Collateral described therein; and pledge, or cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory be pledged, to the Administrative AgentAgent on behalf of the Secured Parties, all authorized, issued and outstanding Stock of such Subsidiary; and execute and/or deliver to the Administrative Agent each other document or instrument required to be delivered in connection with the execution and delivery of such Security Agreement pursuant to (viS) cause each document 8.13 (with such changes thereto as the Administrative Agent may --- ---- reasonably request); (c) take whatever action (including each without limitation the recording of mortgages, the filing of Uniform Commercial Code financing statement statements, the giving of notices and each filing with respect the endorsement of notices on title documents) which may be necessary or advisable in the opinion of Administrative Agent to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by vest in the Administrative Agent valid and subsisting Liens on the properties purported to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents security agreements delivered pursuant to be so filedthis (S) 6.20, registered or recorded and evidence thereof delivered enforceable against all third parties in -------- accordance with their terms; (d) deliver to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business a signed copy of such Subsidiary)favorable opinions, and (vii) deliver an opinion of counsel in form and substance satisfactory addressed to the Administrative Agent with respect to each such Person and the Lenders, of counsel for the Borrower acceptable to the Administrative Agent as to such matters set forth relating to such Subsidiary as the Administrative Agent may reasonably request; and (e) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem desirable in obtaining the full benefits of, or in preserving the Liens of, each security agreement delivered pursuant to this section(S) 6.20 and mortgages and other agreements and -------- instruments entered into by such Subsidiary.

New Subsidiaries. The (a) Any new Subsidiary (other than Excluded Subsidiaries) created or acquired by a Borrower shall, at its own expense, promptly, and in any event within ten as permitted under §8.4 shall become a Borrower hereunder on or before the fifteenth (1015th) Business Days Day after the formation end of the calendar month in which such Subsidiary was created or acquired or such earlier date as the Administrative Agent may, in its sole discretion, require but no earlier than the fifteenth (15th) Business Day after the date of the creation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof such Subsidiary, by (i) notify signing a joinder agreement in substantially the Administrative Agent of such event, (ii) amend form attached hereto as Exhibit E or entering into an amendment to this Credit Agreement and the Security Documents Documents, as appropriate in light of such event to pledge to applicable, with the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary other parties hereto and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebythereto, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, providing that such Subsidiary shall become a Borrower hereunder, 100% of the stock (vor in the case of a foreign Subsidiary, 65% of the stock) cause and assets of which shall be pledged to the Administrative Agent for the benefit of the Lenders (subject to Permitted Liens), and (ii) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, documentation with respect to the conditions specified in §10 hereof. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 2 to include such new Subsidiary. (b) The Parent shall at all times directly or indirectly through a Subsidiary own all of the Capital Stock of each of the Subsidiaries (other than the Excluded Subsidiaries), and such Person that becomes a direct Capital Stock shall at all times be pledged to the Administrative Agent pursuant to the Securities Pledge Agreement or indirect Subsidiary after the date hereof pursuant to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) Promptly notify the Administrative Agent of such event, (ii) amend at the Security Documents as appropriate in light of such event time that any Domestic Subsidiary becomes a Significant Subsidiary or any Domestic Subsidiary is acquired that constitutes a Significant Subsidiary and within 60 days thereof cause to pledge be delivered to the Collateral Administrative Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of and the Lenders (A) a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Facility Guaranty in form and substance satisfactory to the Administrative Agent or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (B) an opinion of counsel to such Significant Subsidiary dated as of the date of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to Administrative Agent and the Lenders, in form and substance reasonably acceptable to Administrative Agent, (C) the Organization Documents of such Significant Subsidiary, (D) documents of the types referred to in Sections 5.01(a)(iii), (iv), and (vi), (E) a certificate signed by a Responsible Officer in form acceptable to the Administrative Agent setting forth the amount of assets and revenues of each of the Borrower and each of its Domestic Subsidiaries, and (F) any updates or supplements as necessary to ensure that Schedule 6.13 is accurate and complete as of the date of such financial statements; provided, however, that such Facility Guaranty and opinion shall not be required with respect to each a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement, and (2) in fact ceases to be a Significant Subsidiary in accordance with such Person plan prior to the end of the 60-day period described above; and provided, further, that neither Tech Data Finance SPV nor any Special Purpose Finance Subsidiary shall be required to deliver a Facility Guaranty. (b) If at any time the matters set forth sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that are not Guarantors exceeds in this sectionthe aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries), the Borrower shall promptly cause one or more additional Domestic Subsidiaries that do not constitute Significant Subsidiaries to become a Guarantor in order that after giving effect to such additional Guarantors, the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries).

New Subsidiaries. The Any new Subsidiary (other than Excluded Subsidiaries) created or acquired by a Borrower shall, at its own expense, promptly, and in any event within ten as permitted under 8.4 shall become a Borrower hereunder on or before the fifteenth (1015th) Business Days Day after the formation end of the calendar month in which such Subsidiary was created or acquired or such earlier date as the Administrative Agent may, in its sole discretion, require but no earlier than the fifteenth (15th) Business Day after the date of the creation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof such Subsidiary, by (i) notify signing a joinder agreement in substantially the Administrative Agent of such event, (ii) amend form attached hereto as Exhibit E or entering into an amendment to this Credit Agreement and the Security Documents Documents, as appropriate in light of such event to pledge to applicable, with the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary other parties hereto and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebythereto, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, providing that such Subsidiary shall become a Borrower hereunder, 100% of the stock (vor in the case of a foreign Subsidiary, 65% of the stock) cause and assets of which shall be pledged to the Administrative Agent for the benefit of the Lenders (subject to Permitted Liens), and (ii) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, documentation with respect to the conditions specified in 10 hereof. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 2 to include such new Subsidiary. The Parent shall at all times directly or indirectly through a Subsidiary own all of the Capital Stock of each of the Subsidiaries (other than the Excluded Subsidiaries), and such Person that becomes a direct Capital Stock shall at all times be pledged to the Administrative Agent pursuant to the Securities Pledge Agreement or indirect Subsidiary after the date hereof pursuant to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Within 30 Business Days after the formation date of the acquisition or acquisition creation of any new direct Subsidiary by the Borrower or indirect a Subsidiary of the Borrower after or in the date hereof (i) notify the Administrative Agent case of a Minority ASC Entity or Non-Wholly Owned ASC Subsidiary which becomes a Wholly-Owned Subsidiary, such event, (ii) amend the Security Documents as appropriate in light of such event Person will cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% Lenders each of the Equity Securities following: (i) in the case of each Person which becomes a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, a joinder to the Guaranty, the Guarantor Pledge Agreement and execute and deliver all documents the Guarantor Security Agreement; (ii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a corporation, a limited liability company or instruments required thereunder a partnership that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or appropriate to perfect partnership, as the security interest created therebycase may be, of such Person pertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) deliver in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest of such limited liability company or partnership, as the case may be, with respect to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary registration of the Borrower after Lien on membership or partnership interests in such Subsidiary, as the date hereof to guarantee the Obligations pursuant to documentation case may be, of such Person which is acknowledgment shall be in form and substance satisfactory to the Administrative Agent; (iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or, a Subsidiary (other than a Non-Wholly-Owned ASC Subsidiary) of the Borrower, of such Subsidiary, certified as true, correct and complete by the Authorized Officer of the relevant Credit Party (provided that the failure to deliver such supplement shall not impair the rights conferred under the Collateral Documents in after acquired Collateral and Pledged Collateral); (v) cause each to the extent requested by Agent in its reasonable discretion, an opinion or opinions of counsel to the Borrower and such Person that becomes Subsidiary (other than a direct or indirect Subsidiary after Non-Wholly-Owned ASC Subsidiary), dated as of the date hereof of delivery of any of the documents provided in the foregoing clause (i) and addressed to execute a pledge the Agent and security agreement the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative AgentAgent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1.8), to the effect that: (viA) cause such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing in each document jurisdiction listed on the schedule attached to such opinion; (B) the execution, delivery and performance of the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement, as applicable, described in clause (i) of this Section 7.1.11, have been duly authorized by all requisite action (including each Uniform Commercial Code financing statement any required shareholder, member or partner approval), such agreement has been duly executed and each filing delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with respect its terms, except to intellectual property owned the extent such enforceability may be limited by each such Person that becomes applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights and remedies generally, or to general principles of equity, whether enforcement thereof is considered in a direct or indirect Subsidiary court of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filedequity; and (C) all financing statements, registered or recorded instruments and documents are in order a form which is sufficient to create a security interest in favor of the Agent in the Pledged Collateral Agent for and the benefit Collateral, as the case may be; (vi) current copies of the Lenders a validcharter documents, legal including, limited liability agreements and perfected first-priority security interest in certificates of formation, partnership agreements and lien on the Collateral subject to the Security Documents to be so filedcertificates of limited partnership, registered or recorded if applicable, and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business bylaws of such Subsidiary), minutes of duly called and conducted meetings (viior duly effected consent actions) deliver an opinion of counsel the Board of Directors, members, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in form this Section 7.1.11 and substance evidence satisfactory to the Administrative Agent with respect (confirmation of the receipt of which will be provided by the Agent to each the Lenders) that such Person Subsidiary is Solvent as of such date and after giving effect to the matters set forth in this sectionexecution of any of the documents required by clause (i) above.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) Business Days after Upon the Borrower’s formation or acquisition of any new direct or indirect Subsidiary, other than the Trust Subsidiary of (and specifically excluding Unrestricted Subsidiaries), the Borrower after shall (x) cause such Subsidiary to promptly execute and deliver to the date hereof Administrative Agent (i) notify a Joinder Agreement with such modifications thereto as the Administrative Agent may reasonably request for the purpose of joining such event, Subsidiary as a party to the Guaranty and (ii) amend the a Security Agreement and any related Collateral Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filedsecure the Obligations (including Deeds of Trust, registered if such new Subsidiary owns or recorded in order to create in favor leases Real Property Collateral), (y) pledge 100% of the Collateral Agent for the benefit Covered Capital Stock of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be such Subsidiary so filed, registered acquired or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business 66% of such Subsidiary’s Capital Stock if such Subsidiary is a Foreign Subsidiary to secure the Obligations. In connection therewith, the Borrower shall provide, contemporaneously with the delivery of its financial statements pursuant to Section 6.01(b), and (vii) deliver an resolutions, corporate documentation, officer’s certificates and, if requested by the Administrative Agent, opinion of counsel in form and substance letters reasonably satisfactory to the Administrative Agent reflecting the corporate status of each such Subsidiary and the enforceability of documents executed in connection with the actions described in subsections (x) and (y) above; provided, that upon the Administrative Agent’s written request, the Borrower shall promptly provide such corporate documentation with respect to any previously formed or acquired Subsidiary for which such items have not previously been provided, and shall thereafter provide such corporate documentation contemporaneously with the execution and delivery of each Joinder Agreement and Security Agreement and other related Collateral Documents in connection with any subsequent formation or acquisition of any new Subsidiary. With respect to the Trust Subsidiary, the Borrower shall provide to the Administrative Agent corporate and other related documentation as requested by the Administrative Agent. (b) Upon the occurrence of any Event of Default, the Borrower shall cause all Unrestricted Subsidiaries to promptly execute and deliver to the Administrative Agent a Joinder Agreement with such modifications thereto as the Administrative Agent may reasonably request for the purpose of joining such Persons as parties to the Guaranty, unless such Unrestricted Subsidiary is bound by a Contractual Obligation preventing such joinder. In connection therewith, the Borrower shall provide, contemporaneously with the execution and delivery of each such Person Joinder Agreement, corporate documentation (to the extent not previously provided to the Administrative Agent) and, if requested by the Administrative Agent, opinion letters reasonably satisfactory to the Administrative Agent reflecting the corporate status of each such Unrestricted Subsidiary and the matters set forth in this sectionenforceability of such Joinder Agreement.

New Subsidiaries. The Borrower shall not, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5, unless such new Subsidiary is formed to effect, or is acquired in, a Permitted Acquisition or is formed as a Permitted Subsidiary Formation, in which case within 10 days after such formation or acquisition, the Borrower shall: (a) pledge the capital stock of such additional Subsidiary to the Lender: provided, at its own expensehowever, promptlythat if any such additional Subsidiary is not a domestic Subsidiary, in no event shall more than 66% of the capital stock of any such Subsidiary be required to be so pledged; (b) execute and deliver to the Lender stock transfer powers executed in blank with signatures guaranteed as the Lender shall request, such UCC-1 financing statements (as furnished by the Lender) in any event within ten jurisdiction in which such filing is necessary to perfect the Lender’s Liens in such capital stock; (10c) Business Days after deliver such other items as are reasonably requested by the formation or acquisition Lender in connection with the foregoing, including resolutions, incumbency and officers’ certificates, opinions of any new direct or indirect counsel, search reports and other certificates and documents; (d) if such additional Subsidiary is a domestic Subsidiary, cause such domestic Subsidiary to furnish each of the Borrower after following to the date hereof Lender: (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary Guaranty and execute a Subsidiary Security Agreement, or if such documents already exist, a duly executed notice and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security assumption agreement in form and substance satisfactory acceptable to Lender, pursuant to which such Subsidiary becomes a party to the Administrative AgentSubsidiary Guaranty and the Subsidiary Security Agreement (an “Additional Guarantor Assumption Agreement”); (ii) (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, (vi) cause each document (including each Uniform Commercial Code financing statement delivery and each filing with respect to intellectual property owned performance by each such Person that becomes a direct or indirect Subsidiary of its Subsidiary Guaranty or the Borrower after Additional Guarantor Assumption Agreement and this Agreement and any other applicable Loan Documents, certified as of the date hereofof such Additional Guarantor Assumption Agreement (the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Lender, in form and substance acceptable to Lender; and (iii) (A) such amendments to the schedules to any Loan Documents as shall be required by law or in connection with the accession of such Subsidiary thereto; and (B) executed UCC-1 financing statements in any jurisdiction in which such filing is necessary to perfect the Lender’s Liens in the personal property assets of such Subsidiary and in which the Lender shall request that such filing be made; and (e) have executed and delivered to the Lender such other items as reasonably requested by the Administrative Agent to be filedLender in connection with the foregoing, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a validincluding officers’ certificates, legal search reports and perfected first-priority security interest in other certificates and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectiondocuments.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten (10) 30 Business Days after following the formation acquisition or acquisition creation of any new direct Domestic Subsidiary (other than an Excluded Subsidiary), or indirect the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, or the Division of any Subsidiary (other than any Subsidiary that is or becomes a Foreign Subsidiary or an Excluded Subsidiary), cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement reasonably acceptable to the Required Lenders duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Required Lenders, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Required Lenders, including all Security Instruments and other 75 (i) notify Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Required Lenders and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, security agreements, control agreements, and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Required Lenders, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the reasonable request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered addressed to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if and the Administrative Agent determines that such property is not material to the business of such Subsidiary)Lenders, and (vii) deliver an opinion of counsel in form and substance reasonably acceptable to the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organization Documents of each such Domestic Subsidiary, together with 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 Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by a Responsible Officer of such Domestic Subsidiary (and applicable Governmental Authority in the case of charter documents); and (e) with respect to any Subsidiary to become a Borrower hereunder, within five (5) Business Days prior to becoming a Borrower, all “know-your-customer” and customer due diligence documentation satisfactory to the Lenders to the extent such information is requested by the Lenders reasonably promptly after written notice to the Administrative Agent with respect to each such Person and of the matters set forth in this sectionproposed joinder of a Borrower.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after Prior to the formation creation or acquisition of any new direct or indirect Subsidiary of the Borrower (other than an Excluded Subsidiary) after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event this Agreement or if an existing Excluded Subsidiary ceases to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect be an Excluded Subsidiary after the date hereof of this Agreement, the Borrower shall give written notice of such new Subsidiary to the Agent. Within 15 days after such creation or acquisition or such Subsidiary’s no longer being an Excluded Subsidiary, the Borrower shall cause (a) such Subsidiary to execute a pledge and security agreement in form and substance satisfactory deliver to the Administrative Agent a Guaranty (or joinder to an existing Guaranty) with such changes as the Agent may reasonably request, (b) such Subsidiary to execute and deliver to the Agent a Security Agreement (or joinder to an existing Security Agreement) with such changes as the Agent may reasonably request, (c) if such Subsidiary holds Oil and Gas Properties, and if the Mortgaged Property Value as set forth in the certificate of such value delivered in connection with the most recently delivered Oil and Gas Reserve Report is less than 80% of the Aggregate Oil and Gas Property Value (after giving effect to such new Subsidiary’s Oil and Gas Properties), such Subsidiary to execute and deliver to the Agent a Mortgage or Mortgages granting an Acceptable Security Interest in such Oil and Gas Properties, (d) each equity holder of such Subsidiary to execute and deliver a supplement or joinder to its Security Agreement evidencing its pledge of the equity of such Subsidiary (unless the Equity Interests of such Subsidiary are Excluded Equity Interests), (e) such Subsidiary and such equity holders to deliver to the Agent evidence of corporate authority to enter into such documentation as the Agent may reasonably request, including, without limitation, if requested by Agent, a legal opinion regarding the enforceability of such documentation and (vif) cause each document (including each Uniform Commercial Code financing statement such Subsidiary and each filing with respect such equity holders deliver to intellectual property owned by each the Agent such Person that becomes a direct other documentation, or indirect Subsidiary of the Borrower after the date hereof) required by law or authorize Agent to take such other action, as is reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionAgent.

New Subsidiaries. The Borrower shall(a) Subject to clause (c) below, at its own expense, promptly, and in any event within ten thirty (1030) Business Days after ---------------- days of the formation acquisition or acquisition creation of any new direct Domestic Subsidiary or indirect Direct Foreign Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% Agent and the Lenders each of the Equity Securities following: (i) in the case of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyDomestic Subsidiary, (iiiA) deliver to a Guaranty Agreement executed by such Domestic Subsidiary substantially in the Collateral Agent all stock certificates form attached hereto as Exhibit K, and other instruments added to (B) a Security Agreement executed by such Domestic --------- Subsidiary substantially in the Collateral thereby free and clear form of all LiensExhibit G hereto, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each together with --------- such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement statements on Form UCC-1 or otherwise duly executed by such Domestic Subsidiary as "Debtor" and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of naming the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Agent and the Lenders a validas "Secured Party", legal in form, substance and perfected first-priority security interest number sufficient in the reasonable opinion of the Agent and lien its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on the Collateral subject conferred under such Security Agreement to the Security Documents to extent such Lien may be so filed, registered perfected by Uniform Commercial Code filing; (ii) if the Subsidiary Securities issued by such Domestic Subsidiary or recorded Direct Foreign Subsidiary shall be owned by a Subsidiary who has not then executed and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material a Pledge Agreement granting a Lien to the business Agent, for the benefit of the Agent and the Lenders, in such equity interests, a Pledge Agreement executed by the Subsidiary that directly owns such Subsidiary Securities substantially in the form (b) if such Subsidiary is a Direct Foreign Subsidiary), and (vii) deliver an opinion securing ------- the obligations of counsel in form such Pledgor under the Guaranty Agreement, and substance satisfactory if the Subsidiary Securities shall be owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement pertaining to the Administrative Agent with respect to each such Person and the matters set forth in this sectionSubsidiary Securities.

New Subsidiaries. The Borrower shallPromptly, at its own expense, promptly, and in any event within ten but no later than twenty-one (1021) Business Days days after (a) the formation acquisition or acquisition creation of any new direct or indirect Subsidiary of which would have been a Material Domestic Subsidiary if included in the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Borrower's consolidated financial statements for the benefit of the Secured Parties 100% of the Equity Securities of each fiscal year then most recently ended, or (b)any previously existing Person which becomes a Material Domestic Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect as reflected in the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations then most recent financial statements delivered pursuant to documentation which is in form and substance satisfactory Section 7.01 hereof, cause to be delivered to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (i) a validGuaranty executed by such Material Domestic Subsidiary, legal with appropriate insertions of identifying information and perfected firstsuch other changes to which the Administrative Agent may consent in its discretion; (ii) an opinion of in-priority security interest house counsel of the Borrower dated as of the date of delivery of the Guaranty provided in the foregoing clause (i) and lien addressed to the Administrative Agent and the Lenders, reasonably acceptable to the Administrative Agent and substantially in the form of the opinions of counsel delivered pursuant to Section 5.01 hereof with respect to each Guarantor and Guaranty on the Collateral subject to Closing Date; (iii) current copies of the Security Documents to be so filedcharter or other organizational documents and any bylaws of such Material Domestic Subsidiary, registered minutes of duly called and conducted meetings (or recorded duly effected consent actions) of the Board of Directors, or appropriate committees thereof (and, if required by such charter or other organizational documents or bylaws or by applicable laws, of the shareholders), of such Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.19 and evidence thereof delivered satisfactory to the Administrative Agent (confirmation of the receipt of which will be provided that no filing shall be required with respect to intellectual property if by the Administrative Agent determines to the Lenders) that such property Material Domestic Subsidiary is not material Solvent as of such date and after giving effect to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionGuaranty.

New Subsidiaries. The Borrower shall, at its own expense, promptly, As soon as practicable and in any event within ten (10) Business Days 30 days after the formation or acquisition any Person becomes a Subsidiary of any new direct or indirect Credit Party (other than a Special Purpose Subsidiary that has incurred Non-Recourse Indebtedness), the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the Borrower after the date hereof assets of such Person and shall (i) notify the Administrative Agent if such Person is a Domestic Subsidiary of a Credit Party, cause such eventPerson to execute a Joinder Agreement, (ii) amend cause 66% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the Security Documents as appropriate in light capital stock of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required together with undated stock powers signed in blank (unless, with respect to intellectual property if a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent determines that in its reasonable discretion under the law of the jurisdiction of incorporation of such property is not material Person)) and pledged to the business of such Subsidiary), Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and (viiiii) cause such Person to (A) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1 all in form, content and scope reasonably satisfactory to the Administrative Agent and (B) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC- 1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the matters set forth perfection of the Administrative Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1, all in this sectionform, content and scope reasonably satisfactory to the Administrative Agent.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten 53 (10a) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) Promptly notify the Administrative Agent at the time that any Domestic Subsidiary becomes a Significant Subsidiary (other than an Excluded Subsidiary) or any Domestic Subsidiary is acquired that constitutes a Significant Subsidiary (other than an Excluded Subsidiary) or any Domestic Subsidiary becomes a borrower under, or any Subsidiary becomes a guarantor of obligations of a Person incorporated in the United States under, the Revolving Credit Agreement after the date of this Agreement (in each case, such eventsubsidiary a “Required Subsidiary”) (in each case, including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) and within 60 days thereof (iior such longer period as may be agreed by the Administrative Agent in its reasonable discretion) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Administrative Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of and the Lenders (A) a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Facility Guaranty in form and substance satisfactory to the Administrative Agent or a Guaranty Joinder Agreement, in each case executed by such Required Subsidiary, (B) if requested by the Administrative Agent, an opinion of counsel to such Required Subsidiary dated as of the date of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to Administrative Agent and the Lenders, in form and substance reasonably acceptable to Administrative Agent, (C) the Organization Documents of such Required Subsidiary, (D) documents of the types referred to in Sections 5.01(a)(iii), (iv), and (v), and (E) if requested by the Administrative Agent, a certificate signed by a Responsible Officer in form acceptable to the Administrative Agent setting forth the amount of assets and revenues of each of the Borrower and each of its Domestic Subsidiaries; provided, however, that such Facility Guaranty shall not be required with respect to each a Domestic Subsidiary (other than any Subsidiary that becomes a borrower under or guarantor of the Revolving Credit Agreement) that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement, and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60-day period described above; and provided, further, that no Excluded Subsidiary (that is not a borrower under, or a guarantor in respect of obligations of a Person and incorporated in the matters set forth United States under the Revolving Credit Agreement), shall be required to deliver a Facility Guaranty. (b) If at any time the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors exceeds in this sectionthe aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries), the Borrower shall promptly cause one or more additional Domestic Subsidiaries that do not constitute Significant Subsidiaries to become a Guarantor in order that after giving effect to such additional Guarantors, the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries).

New Subsidiaries. The Borrower shallIn the event that Company or any of its Subsidiaries effects an Investment resulting in the acquisition by Company of a new Subsidiary (a ``NEW SUBSIDIARY''), at its own expense, promptly, and in any event within ten (10) Business Days after Company shall promptly cause the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof following to occur: (i) notify The New Subsidiary shall execute and deliver a counterpart of the Administrative Subsidiary Guaranty pursuant to which such New Subsidiary shall become jointly and severally liable as a Guarantor under the Subsidiary Guaranty and shall assume all obligations as a ``Contributor'' under such Subsidiary Guaranty. Company or any Subsidiary shall assume all obligations as a ``Pledgor'' under the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, including the obligation to pledge all equity interests of its direct Subsidiaries to Collateral Agent on behalf of Lenders; (ii) Company shall cause the New Subsidiary to execute and deliver a promissory note evidencing all intercompany Indebtedness owed by such New Subsidiary to Company and cause such promissory note to be pledged to Collateral Agent on behalf of Lenders under the Borrower Pledge and Security Agreement; (iii) The New Subsidiary shall execute and deliver a counterpart to the Subsidiary Pledge and Security Agreement and such other Collateral Documents as Agent or Requisite Lenders may request, including without limitation, such Collateral Documents as may be required to grant a first priority Lien (subject to Liens permitted hereunder) on any real property interests of such eventNew Subsidiary; and (iv) If requested by Agent and Requisite Lenders, opinion(s) of counsel covering the matters described in clauses (i), (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver above, substantially in the form of opinions as to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations similar matters given pursuant to documentation which is subsection 4.1 and otherwise in form and substance reasonably satisfactory to the Administrative Agent and Requisite Lenders shall be delivered to Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement Collateral Agent and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionLender.

New Subsidiaries. The Borrower shallCreate, at organize, incorporate or acquire any Subsidiary (each a "NEW SUBSIDIARY"), or permit any of its own expenseSubsidiaries to create, promptlyorganize, and in incorporate or acquire any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof New Subsidiary, unless: (i) notify either (A) such New Subsidiary constitutes a Restricted Subsidiary or (B) if such New Subsidiary does not constitute a Restricted Subsidiary, Investments are otherwise permitted to be made in such New Subsidiary pursuant to Section 5.02(e)(vii); (ii) the Administrative Agent shall have approved the legal structure (if other than a corporation, limited partnership or limited liability company organized under the laws of any state of the United States of America) and capitalization of such eventNew Subsidiary, such approval not to be unreasonably withheld or delayed; (iiiii) amend if such New Subsidiary is a wholly owned Domestic Subsidiary or a Person created, purchased or otherwise acquired by the Security Documents as appropriate in light Borrower or any of such event its Subsidiaries pursuant to pledge to the Collateral Agent for the benefit Section 5.02(e)(vi) or has guaranteed Indebtedness of any Person other than Indebtedness of the Secured Loan Parties 100% under and in respect of the Equity Securities of each Person which becomes a Loan Documents, such New Subsidiary and shall execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after on behalf of the Lender Parties, within five Business Days of the date hereof to execute of its creation, organization, incorporation or acquisition, (A) a pledge Guarantee Supplement and security agreement (B) such other agreements, instruments, certificates or documents as the Administrative Agent or the Required Lender through the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Lender Parties; and (iv) upon the reasonable request of the Administrative Agent or the Required Lender through the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct New Subsidiary or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent shall cause to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business signed copies of such Subsidiary), and (vii) deliver an opinion one or more favorable opinions of counsel in form and substance satisfactory for such New Subsidiary, addressed to the Administrative Agent with respect to each such Person and the Lender Parties, and reasonably acceptable to the Lender Parties, as to the Guarantee Supplement being the legal, valid and binding obligation of such New Subsidiary, enforceable against such New Subsidiary in accordance with its terms, as to the choice of New York law being recognized in the courts of the jurisdiction in which such New Subsidiary is organized and as to such other matters set forth in this sectionas the Administrative Agent or the Required Lenders through the Administrative Agent may reasonably request.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) Business Days after Upon the formation or acquisition of any new direct Subsidiary or indirect when required under paragraph (b) below with respect to any Subsidiary after the date of this Agreement, the Borrower shall and shall cause such Subsidiary to (i) promptly, but in any event within 10 days after the formation or acquisition of such Subsidiary, execute and deliver to the Agent such guaranties, security agreements, amendment agreements, and other documents and agreements as the Agent requests so that such Subsidiary guarantees and secures the Credit Obligations on the same terms as the existing Subsidiaries of the Borrower (including the execution and delivery of a Joinder Agreement in substantially the form of EXHIBIT G for the purpose of joining such Subsidiary as a party to the Guaranty and the Security Agreement or the execution of such new guaranties and security agreements as the Agent determines are necessary to have the same effect in different jurisdictions), (ii) as promptly as practicable after the formation or acquisition of such new Subsidiary, arrange for and obtain the repayment of any indebtedness necessary for the Restricted Entities' continued compliance with the restrictions on Debt described in clause (f) of the definition of Permitted Debt, and (iii) as promptly as practicable after the formation or acquisition of such new Subsidiary, arrange for and obtain the release of any Liens necessary for the Restricted Entities' continued compliance with the restrictions on Liens described in clause (c) of the definition of Permitted Liens. In connection therewith, if requested by the Agent, the Borrower shall provide corporate documentation and opinion letters reasonably satisfactory to the Agent reflecting the corporate status of such new Subsidiary of the Borrower after and the date hereof enforceability of such agreements. (b) The Borrower may exempt from the requirements of paragraph (a) above any Insurance Subsidiaries and any Subsidiaries of the Borrower that are business entities formed and existing under the laws of Canada provided that such exempt Subsidiaries of the Borrower (the "Exempt Canadian Subsidiaries") meet the following requirements: (i) notify the Administrative Agent of such eventExempt Canadian Subsidiaries own and operate only assets domiciled in Canada, (ii) amend the Security Documents as appropriate in light aggregate outstanding amount of such event to pledge cash investments and loans made by the Borrower and its Subsidiaries that are not Exempt Canadian Subsidiaries to the Collateral Agent for Exempt Canadian Subsidiaries does not exceed $3,500,000 until the benefit stock pledges related to the Exempt Canadian Subsidiaries existing on the date of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary this Agreement have been completed as contemplated in clause (vi) below and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby$10,000,000 thereafter, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to consolidated assets of the Collateral thereby free and clear Exempt Canadian Subsidiaries do not exceed 20% of all Liens, accompanied by undated stock powers or other instruments the consolidated assets of transfer executed in blankthe Borrower, (iv) cause the consolidated revenues of the Exempt Canadian Subsidiaries for any fiscal quarter of the Borrower do not exceed 20% of the consolidated revenues of the Borrower for such fiscal quarter (provided that for both (iii) and (iv) above, the financial results and balance sheet effects of any Acquisitions shall be included in such calculations for the full period and on the relevant dates), (v) no Exempt Canadian Subsidiary shall have executed any guaranty of, or shall otherwise have any repayment obligations with respect to, any other Debt of the Borrower or any other Credit Party, and (vi) 65% of the stock of each Person that becomes Exempt Canadian Subsidiary has been pledged to the Agent under a direct Canadian Pledge Agreement within 90 days after the date of this Agreement, with respect to Exempt Canadian Subsidiaries existing on the date of this Agreement, and within 45 days after formation or indirect acquisition, with respect to Exempt Canadian Subsidiaries formed or acquired after the date of this Agreement (and in connection therewith the Borrower shall provide corporate documentation and opinion letters reasonably satisfactory to the Agent reflecting the corporate status of such new Subsidiary of the Borrower after and the date hereof enforceability of such agreements). The Agent shall have no obligation to guarantee release any stock pledged under this paragraph (b) once pledged, whether or not any Subsidiary remains an Exempt Canadian Subsidiary. At any time any of the Obligations pursuant to documentation which is foregoing requirements set forth in form and substance satisfactory to the Administrative Agentclauses (i), (ii), (iii), (iv), (v) cause each such Person that becomes a direct ), or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) above are no longer satisfied, then the Borrower shall cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct some or indirect Subsidiary all of the Borrower after Exempt Canadian Subsidiaries to promptly comply with the date hereofrequirements of paragraph (a) required by law or reasonably requested by to the Administrative Agent extent necessary to be filed, registered or recorded in order to create in favor of maintain the Collateral Agent requirements for exemption for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionremaining Exempt Canadian Subsidiaries.

New Subsidiaries. The Upon the creation of any Subsidiary not ---------------- in existence on the date hereof, the Borrower shall, shall at its own expense: (a) duly execute and deliver, promptlyor cause such Subsidiary to duly execute and deliver, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify to the Administrative Agent and the Collateral Agent a Subsidiary Guaranty in respect of such eventSubsidiary (with such changes thereto as either Agent may reasonably request); (b) duly execute and deliver, or cause such Subsidiary to duly execute and deliver, to the Administrative Agent and the Collateral Agent, a Subsidiary Security Agreement (iiwith such changes thereto as either Agent may reasonably request) amend and such other mortgages, pledges, assignments and other security agreements, in form and substance reasonably satisfactory to the Security Documents as appropriate in light Agents, securing payment of all of the obligations of such event Subsidiary under its Guaranty and the obligations of the Loan Parties under the Loan Documents and constituting Liens on all Collateral described therein; and pledge, or cause to pledge be pledged, to the Collateral Agent for the benefit on behalf of the Secured Parties 100% Parties, all authorized, issued and outstanding capital stock of such Subsidiary; and execute and/or deliver to the Administrative Agent each other document or instrument required to be delivered in connection with the execution and delivery of such Security Agreement pursuant to (S)(S)8.14(c)(1) through (8); (c) take whatever action (including without limitation the recording of mortgages, the filing of Uniform Commercial Code financing statements, -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of either Agent to vest in the Collateral Agent (or in any representative of the Equity Securities of each Person which becomes a Subsidiary Collateral Agent designated by it) valid and execute and deliver all documents or instruments required thereunder or appropriate subsisting Liens on the properties purported to perfect be subject to the security interest created therebyagreements delivered pursuant to this (S)6.18, enforceable against all third parties in accordance with their terms; (iiid) deliver to the Collateral Administrative Agent all stock certificates and other instruments added a signed copy of favorable opinions, addressed to the Collateral thereby free Agents and clear the Lenders, of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of counsel for the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered acceptable to the Administrative Agent as to such matters relating to such Subsidiary as either Agent may reasonably request; and (provided that no filing shall be required with respect e) at any time and from time to intellectual property if time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent determines that such property is not material may deem desirable in obtaining the full benefits of, or in preserving the Liens of, each security agreement delivered pursuant to the business of this (S)6.18 and mortgages and other agreements and instruments entered into by such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after Contemporaneously with the formation creation or --- ------------ acquisition of any new direct or indirect domestic Subsidiary of the Borrower after Company, other than a Non- Guarantor Subsidiary, the date hereof (i) Company will notify the Administrative Agent of such event, Subsidiary's name and the address of its chief executive offices. No later than fifteen (ii15) amend Business Days following the Security Documents as appropriate in light later to occur of (a) the creation of such event new Subsidiary or (b) receipt by the Company or such new Subsidiary from the Agent or the Agent's Special Counsel of forms of the Loan Documents (including the Guaranty) to pledge which such new domestic Subsidiary is to be a party, or appropriate amendments thereto, as well as forms of acceptable legal opinions and other documents necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such Loan Documents or amendments thereto, the Company shall cause such new Subsidiary to deliver executed counterparts of such Loan Documents, amendments, legal opinions and other documents to the Collateral Agent for the benefit Agent. Upon such delivery of the Secured Parties 100% such executed counterparts of the Equity Securities of each Person which becomes a Subsidiary such Loan Documents, amendments, legal opinions and execute and deliver all other documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (vy) cause each such Person that becomes new Subsidiary shall become a direct or indirect Sterling Subsidiary after the date hereof to execute and a pledge and security agreement in form and substance satisfactory party to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement Guaranty and each filing shall comply with respect to intellectual property owned and be bound by each such Person that becomes a direct or indirect Subsidiary all of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor terms and conditions of the Collateral Agent for the benefit of the Lenders Loan Documents as a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary)Sterling Subsidiary thereunder, and (viiz) deliver an opinion of counsel in form the Company shall cause such new Subsidiary to take all actions, which it would have been required to make or take had it been a Sterling Subsidiary and substance satisfactory a party to the Administrative Agent with respect Guaranty on the Closing Date including, without limitation, making all representations and warranties as a Sterling Subsidiary under each of the Loan Documents to each which it is a party as of the date such Person representations and the matters set forth in this sectionwarranties are made.

New Subsidiaries. The Borrower shall, at its own expense, expense promptly, and in any event within ten (10) Business Days (as such time period may be extended by the Administrative Agent), after the formation of or as of the date of the acquisition of any new direct Subsidiary by any Credit Party, or indirect any Immaterial Subsidiary of ceases to be an Immaterial Subsidiary, or, within thirty (30) days (as such time period may be extended by the Borrower Administrative Agent), after the date hereof any Foreign Subsidiary becomes a Material Foreign Subsidiary, (iA) notify the Administrative Agent of such eventevent in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (iiB) if such Subsidiary is a Domestic Subsidiary (other than an Excluded Non-Guarantor Entity), cause such Domestic Subsidiary to execute and deliver or otherwise become a party to the Guaranty, the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof, and amend the Security Documents as appropriate in light of such event to pledge to the Collateral Administrative Agent for the benefit of itself and the Secured Parties Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 65% (or such lesser percentage as is owned by the Borrower or a Guarantor) of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Subsidiary (if (and only if) (x) such Foreign Subsidiary is a Material Foreign Subsidiary and (y) the Administrative Agent has so requested from the Borrower, then the applicable Equity Securities of such Foreign Subsidiary shall be pledged pursuant to a pledge agreement (or foreign equivalent thereof) governed by the laws of the jurisdiction of formation of such Foreign Subsidiary in form and substance reasonably acceptable to the Administrative Agent) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iiiC) deliver (or cause the appropriate Person to deliver) to the Collateral Administrative Agent all stock certificates and other instruments added to the constituting Collateral thereby thereunder free and clear of all Liensadverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank, blank (iv) cause each Person that becomes a direct or indirect Subsidiary of and take such other steps as may be reasonably requested by the Borrower after the date hereof Administrative Agent to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States), (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (viD) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereofnew Domestic Subsidiary) required by law or reasonably requested by the Administrative Agent or the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent Administrative Agent, for the benefit of the Lenders Lender Parties, a valid, legal and perfected first-priority security interest in and lien Lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent Agent, (provided E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that no filing shall be would have been required with respect to intellectual property of such Subsidiary under clause (c) of Schedule 3.01 if such Subsidiary had been a Guarantor on the Closing Date and (F) if requested by the Administrative Agent determines that such property is not material to the business of such Subsidiary)Agent, and (vii) deliver an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent with respect to each such Person new Guarantor, the pledge of the Equity Securities of each Subsidiary, and the other matters set forth in this sectionSection 5.01(i). In addition, the Borrower shall, at its own expense promptly, and in any event within ten (10) Business Days (as such time period may be extended by the Administrative Agent), after the formation of or as of the date of the acquisition of any Subsidiary by any Loan Party cause such Subsidiary to become a party to the Intercompany Subordination Agreement in accordance with the terms thereof. Notwithstanding the foregoing, the Loan Parties shall not be required to provide the Administrative Agent or the Lenders with any Excluded Foreign Credit Support.

New Subsidiaries. The Borrower shall, at its own expense, expense promptly, and in any event within ten thirty (1030) Business Days after the formation or acquisition of any new direct Domestic Subsidiary or indirect any Foreign Subsidiary of the Borrower after the date hereof (iA) notify the Administrative Agent of such eventevent in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(x)), (iiB) cause each Domestic Subsidiary, each Foreign Guarantor Subsidiary and each other Loan Party (other than a Foreign Non-Guarantor Subsidiary), as applicable, to become a party to the Guaranty, the Security Agreement, the Intellectual Property Security Agreement and each other applicable Security Document in accordance with the terms thereof, execute additional Security Documents if requested by the Administrative Agent and amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of itself and the Secured Parties Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary or a Foreign Guarantor Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 66% of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Non-Guarantor Subsidiary (provided that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by any Loan Party of any additional Equity Securities in any such Foreign Non-Guarantor Subsidiary to the Collateral Agent, on behalf of itself and the Lenders, under the Security Documents would not result in an increase in the aggregate net consolidated tax liabilities of the Loan Parties, then, promptly after the change in such laws, all such additional Equity Securities shall be so pledged under the Security Documents) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iiiC) deliver (or cause the appropriate Person to deliver) to the Collateral Agent all stock certificates and other instruments added to the constituting Collateral thereby thereunder free and clear of all Liensadverse claims, accompanied by undated stock powers or other instruments of transfer executed in blankblank (and take such other steps as may be requested by the Administrative Agent or the Collateral Agent to perfect the Collateral Agent’s Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States of America), (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (viD) cause each document (including each Uniform Commercial Code UCC financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereofnew Domestic Subsidiary) required by law or reasonably requested by the Administrative Agent or the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent Agent, (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (viiE) deliver an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent with respect to each such Person new Domestic Subsidiary and Foreign Guarantor Subsidiary, and/or the pledge of the Equity Securities of each Domestic Subsidiary, Foreign Guarantor Subsidiary and Foreign Non-Guarantor Subsidiary and the matters set forth in this sectionSection and (F) deliver to the Administrative Agent the same organization documents, resolutions, certificates, lien searches and other matters set forth in Schedule 3.01(b) and (e) with respect to such New Subsidiary as required to be delivered with respect to the Borrower on the date hereof, in form and substance reasonably satisfactory to Administrative Agent.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten 30 days following the acquisition or creation (10by Division or otherwise) Business Days after the formation or acquisition of any new direct Domestic Subsidiary (other than an Excluded Subsidiary), or indirect the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary, (b) (i) notify Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Administrative Agent and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered addressed to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if and the Administrative Agent determines that such property is not material to the business of such Subsidiary)Term Loan Lenders, and (vii) deliver an opinion of counsel in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organization Documents of each such Domestic Subsidiary, together with 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 Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect; and (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Term Loan Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or the Term Loan Lenders reasonably promptly after written notice to the Administrative Agent with respect to each such Person and of the matters set forth in this sectionproposed joinder of a Borrower.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten Within thirty (1030) Business Days after days of the formation acquisition or acquisition creation of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (a) a validFacility Guaranty executed by such Subsidiary substantially in the form of Exhibit J; (b) a Security Agreement of such Subsidiary substantially in the form of Exhibit K, legal together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and perfected first-priority security interest naming the Agent for the benefit of the Lenders as "Secured Party", in form, substance and lien number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on the Collateral subject conferred under such Security Instrument to the Security Documents to extent such Lien may be so filedperfected by Uniform Commercial Code filing; (c) if such Subsidiary is a corporation or is a partnership that has issued certificates evidencing ownership of Partnership Interests, registered (A) the Pledged Stock or, if applicable, certificates of ownership of such Partnership Interests, together with duly executed stock powers or recorded powers of assignment in blank affixed thereto, and evidence thereof (B) if such Collateral shall be owned by a Subsidiary who has not then executed and delivered to the Administrative Agent a Security Instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a Security Agreement or a Pledge Agreement (as appropriate) substantially similar in form and content to that executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; (d) if such Subsidiary is a partnership not described in clause (c) immediately above, (A) the certificate of the Registrar of such partnership with respect to the registration of the Lien on Partnership Interests, which certificate shall be in the form of Exhibit B of the Pledge Agreement, 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 Pledge Agreement substantially similar in form and content to that executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; (e) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that no filing the failure to deliver such supplement shall be required with respect to intellectual property if not impair the Administrative Agent determines that such property is not material to rights conferred under the business of such SubsidiarySecurity Instruments in after acquired Collateral), and ; (viif) deliver an opinion of counsel to the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 7.19 and addressed to the Agent and the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1(a)), to the effect that: (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such Person qualification and the matters set forth failure to be so qualified would reasonably be likely to result in a Material Adverse Effect; (B) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this sectionSection 7.19 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its 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 (whether considered in a proceeding at law or in equity); and (C) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Agent by the Subsidiary in connection with the delivery of the Security Instruments of such Subsidiary have been duly executed by the Subsidiary and are in form, substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such Security Instruments to the extent such Lien may be perfected by Uniform Commercial Code filing; (g) 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 law, of the shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.19.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten (10) 30 Business Days after following the formation acquisition or acquisition creation (by Division or otherwise) of any new direct Domestic Subsidiary (other than an Excluded Subsidiary), or indirect the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary; (b) (i) notify UCC and PPSA financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent and its special counsel to be filed, registered or recorded filed in order all UCC and PPSA filing offices and in all jurisdictions in which filing is necessary to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a UCC or PPSA filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; 140 [Matrix] Credit Agreement #85638137 (c) upon the request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered addressed to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if and the Administrative Agent determines that such property is not material to the business of such Subsidiary)Lenders, and (vii) deliver an opinion of counsel in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organizational Documents of each such Domestic Subsidiary, together with 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 Organizational Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect; and (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent with respect to each such Person and of the matters set forth in this sectionproposed joinder of a Borrower.

New Subsidiaries. The With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, pursuant to a Delaware LLC Division) after the Effective Date by the Borrower shallor any of its Subsidiaries (which, at its own expensefor the purposes of this paragraph, promptlyshall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and in any event within ten (10) Business Days after the formation or acquisition will cause each of any new direct or indirect Subsidiary of the Borrower after the date hereof its Subsidiaries to, promptly (i) notify execute and deliver to the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties 100% Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Equity Securities Borrower or any of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebyits Subsidiaries, as applicable, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Collateral Administrative Agent all stock certificates and other instruments added to a closing certificate of such new Subsidiary, which certificate shall be in the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (viv) cause each such Person that becomes a direct or indirect Subsidiary after if requested by the date hereof Administrative Agent, deliver to execute a pledge and security agreement the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after Contemporaneously with the formation creation or ---------------- acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof Third Restatement Date, the Loan Parties shall: (ia) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event grant or cause to pledge be granted to the Collateral Agent Agent, for the benefit of the Secured Parties 100% Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders as security for the payment and performance of the Equity Securities Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations, respectively, a perfected, first priority security interest in all Capital Stock or other ownership interests in or indebtedness of each Person which becomes a such Subsidiary and execute owned by the Borrower or owned by any such Subsidiary (other than an Unrestricted Subsidiary) of the Borrower (to the extent such Capital Stock or other ownership interests or indebtedness are already not so pledged to the Agent), and deliver all documents or instruments required thereunder or appropriate cause to perfect the security interest created thereby, (iii) deliver be delivered to the Collateral Agent all stock certificates and instruments evidencing such Capital Stock or other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated ownership interests or indebtedness together with stock powers or other instruments of transfer executed in blankor endorsements as the Agent may request, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is all in form and substance reasonably satisfactory to the Administrative Agent, ; (vb) cause each such Person that becomes a direct or indirect Subsidiary after (other than an Unrestricted Subsidiary) to guaranty the date hereof to execute a pledge payment and security agreement in form performance of the Obligations, the Supremex Obligations and substance satisfactory the Secured Equipment Lease Facility Obligations by executing and delivering to the Administrative Agent, Agent a Subsidiary Guaranty; and (vic) cause each document such Subsidiary (including each Uniform Commercial Code other than an Unrestricted Subsidiary) to execute and deliver to the Agent a Subsidiary Security Agreement and such other Security Documents (including, without limitation, financing statement and each filing with respect statements) as the Agent may reasonably request to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of grant the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filedAgent, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Agent and the Lenders, the Supremex Lenders and the Equipment Lease Facility Lenders as security for the payment and performance of the Obligations, the Supremex Obligations and the Secured Equipment Lease Facility Obligations, respectively, a validperfected, legal and perfected first-first priority security interest in and lien on Lien (except for Permitted Liens, if any, which are expressly permitted by the Collateral subject to the Security Loan Documents to be so filed, registered or recorded and evidence thereof delivered to have priority over the Administrative Agent (provided that no filing shall be required with respect to intellectual property if Liens in favor of the Administrative Agent determines that such property is not material to the business Agent) on all Property of such Subsidiary), excluding immaterial leases, intangibles prohibiting liens and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.certificated vehicles;

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten (10) 30 Business Days after following the formation acquisition or acquisition creation of any new direct Domestic Subsidiary (other than an Excluded Subsidiary), or indirect the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, or the Division of any Subsidiary (other than any Subsidiary that is or becomes a Foreign Subsidiary or an Excluded Subsidiary), cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement reasonably acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary; (i) notify Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Administrative Agent and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, security agreements, control agreements, and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the reasonable request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered addressed to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if and the Administrative Agent determines that such property is not material to the business of such Subsidiary)Lenders, and (vii) deliver an opinion of counsel in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organization Documents of each such Domestic Subsidiary, together with 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 Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by a Responsible Officer of such Domestic Subsidiary (and applicable Governmental Authority in the case of charter documents); and (e) with respect to any Subsidiary to become a Borrower hereunder, within five (5) Business Days prior to becoming a Borrower, all “know-your-customer” and customer due diligence documentation satisfactory to the Lenders to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent with respect of the proposed joinder of a Borrower. (f) If any holder of the Term Loan Obligations or any agent thereof receives any guaranty from any Person, or is granted additional collateral to each secure such Person and Term Loan Obligations after the matters set forth in this sectionClosing Date, the Loan Parties shall cause the same to be granted to the Administrative Agent for the benefit of the Secured Parties, to the extent required by the Intercreditor Agreement.

New Subsidiaries. The Borrower shall(a) In the event that, at its own expense, promptly, and in any event within ten (10) Business Days after the formation or acquisition Closing Date, any Person becomes a Subsidiary of any new direct Loan Party, whether pursuant to formation, acquisition or indirect Subsidiary of the Borrower after the date hereof otherwise, (i) the Borrower shall promptly notify the Administrative Agent of such event, Lender and (ii) amend within fifteen (15) days after such Person becomes a Subsidiary, the Security Documents as appropriate applicable Loan Party shall cause such Subsidiary (x) to become a Project Company Guarantor party to, and agree to be bound by the terms of, this Agreement and the other Loan Documents, grant Liens in light of such event to pledge to the Collateral Agent for the benefit favor of the Secured Parties 100% Lender in all of its personal property, and authorize and deliver, at the request of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents Lender, such UCC financing statements or similar instruments required thereunder or appropriate by the Lender to perfect the security interest created therebyLiens in favor of the Lender granted under any of the Loan Documents, (iii) deliver in each case pursuant to a Joinder Agreement, satisfactory to the Collateral Agent Lender in all stock certificates respects and (y) to deliver all such other instruments added documentation (including without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 5.1 if such Subsidiary had been a Loan Party on the Closing Date, in each case as required by the Lender with respect to such new Subsidiary, each in form and substance reasonably satisfactory to the Collateral thereby free Lender (b) The Loan Parties shall, and clear of all Liensshall cause any applicable Subsidiary that becomes a Loan Party to, accompanied by undated stock powers or other instruments of transfer executed pledge its ownership interest in blank, (iv) cause each any Equity Interests in any Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute Closing Date within fifteen (15) days after the day on which such Person becomes a pledge and security agreement Subsidiary (but in form and substance satisfactory any event prior to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect disbursement of any Loans attributable to intellectual property any Approved Project owned or to be owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), by delivering to the Lender (i) a supplement to the Security Agreement in the form of Annex A attached thereto, and (viiii) deliver an opinion of counsel all original certificates evidencing such pledged Equity Interests, together with appropriate transfer powers executed in form blank. (c) Once any Subsidiary becomes a party to this Agreement in accordance with this Section 6.17, such Subsidiary thereafter shall remain a party to this Agreement as a Loan Party, and substance satisfactory the Equity Interests in such Subsidiary (including, all initial Subsidiaries) shall remain subject to the Administrative Agent with respect pledge to each such Person and the matters set forth in this sectionLender.

New Subsidiaries. The Borrower shallContemporaneously with the creation or ---------------- acquisition (in accordance with the provisions of Section 5.23) of any new ------------ domestic Subsidiary of the Lessee, at other than a Non-Guarantor Subsidiary, the Lessee will notify the Agent of such Subsidiary's name and the address of its own expense, promptly, and in any event within ten chief executive offices. No later than fifteen (1015) Business Days after following the formation later to occur of (a) the creation of such new Subsidiary or acquisition (b) receipt by the Lessee or such new Subsidiary from the Agent of any forms of the Operative Documents (including the Subsidiary Guaranty) to which such new direct domestic Subsidiary is to be a party, or indirect appropriate amendments thereto, as well as forms of acceptable legal opinions and other documents necessary to demonstrate the due authorization, execution and delivery by such new domestic Subsidiary of such Operative Documents or amendments thereto, the Borrower after the date hereof (i) notify the Administrative Agent Lessee shall cause such new domestic Subsidiary to deliver executed counterparts of such eventOperative Documents, (ii) amend amendments, legal opinions and other documents to the Security Documents as appropriate in light Agent. Upon delivery of such event to pledge executed counterparts of such Operative Documents, amendments, legal opinions and other documents to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (vy) cause each such Person that becomes new domestic Subsidiary shall become a direct or indirect Commerce Subsidiary after the date hereof to execute and a pledge and security agreement in form and substance satisfactory party to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement Subsidiary Guaranty and each filing shall comply with respect to intellectual property owned and be bound by each such Person that becomes a direct or indirect Subsidiary all of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor terms and conditions of the Collateral Agent for the benefit of the Lenders Operative Documents as a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary)Commerce Subsidiary thereunder, and (viiz) deliver an opinion of counsel in form the Lessee shall cause such new domestic Subsidiary to take all actions, which it would have been required to make or take had it been a Commerce Subsidiary and substance satisfactory a party to the Administrative Agent with respect Subsidiary Guaranty on the Closing Date including, without limitation, making all representations and warranties as a Commerce Subsidiary under each of the Operative Documents to each which it is a party as of the date such Person representations and the matters set forth in this sectionwarranties are made.

New Subsidiaries. The Borrower shallshall not, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5. Notwithstanding the foregoing, at its own expenseany time prior to the occurrence of a Liquidity Trigger Event and on at least thirty (30) days advance written notice to Agent: (i) Borrower may create or acquire one or more new Restricted Subsidiaries or Unrestricted Subsidiaries that are owned by Borrower or another Restricted Subsidiary, promptly, and in any event within ten so long as (101) Business Days after the formation upon such creation or acquisition of a Restricted Subsidiary, (y) such new Restricted Subsidiary enters into a continuing guaranty of the International Credit Agreement Obligations and, if such new Restricted Subsidiary is a domestic organization, the Obligations, and (z) Agent is granted a Lien by Borrower or such other Restricted Subsidiary on 100% (or 65% if such new Restricted Subsidiary is owned by Borrower and is a foreign organization) of the Capital Stock of such new Restricted Subsidiary, such shares are delivered to Agent and all other necessary steps are taken to perfect Agent's Lien therein; provided, however, that Agent's Lien on the shares of any new direct Restricted Subsidiary that is owned by a foreign Restricted Subsidiary shall only secure International Loan Obligations and not Obligations hereunder, and (2) upon such creation or indirect acquisition of an Unrestricted Subsidiary, the Borrower certifies that such new Unrestricted Subsidiary complies with the provisions of Section 6.12. Any such new Subsidiary permitted to be organized, created, or acquired shall be permitted to remain a Subsidiary following the occurrence of a Liquidity Trigger Event; and (ii) Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary, so long as each of the Borrower after the date hereof conditions set forth in clauses (i) notify (y) and (z) of this Section 7.20 is met. In the Administrative Agent of such event, event that a foreign Unrestricted Subsidiary being redesignated as a Restricted Subsidiary is not permitted (iidue to local regulatory restrictions) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant International Obligations, or to documentation which have its Capital Stock pledged to Agent, such Unrestricted Subsidiary may nevertheless be redesignated as a Restricted Subsidiary (for the purposes of this Section 7.20 a "Qualified Restricted Subsidiary") so long as each other condition is in form and substance satisfactory met. Notwithstanding any other definitions or provisions of this Agreement or the Loan Documents to the Administrative Agentcontrary, (v) cause each such Person that becomes a direct there may not exist at any one time more than $20,000,000 of Investments in the aggregate in all Qualified Restricted Subsidiaries by Borrower or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionother Restricted Subsidiaries.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten thirty (1030) Business Days after following the formation acquisition or acquisition creation of any new direct Domestic Subsidiary that is not a Railcar Leasing Subsidiary or indirect Subsidiary a Designated Entity (including as a result of a Division, with respect to each applicable Division Successor, but excluding any Railcar Leasing Subsidiary) cause to be delivered to the Lender each of the following, as applicable: (a) a joinder agreement reasonably acceptable to the Lender duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Lender if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower after hereunder), together with executed counterparts of each other Loan Document reasonably requested by the date hereof Lender, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Lender in all Collateral of such Domestic Subsidiary; (i) notify Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Lender for the benefit of the Secured Parties 100% as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Lender and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Agent Lender for the benefit of the Lenders Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests, Securities and Instruments) and such other documents and agreements as may be reasonably required by the Lender, all as necessary to establish and maintain a valid, legal and perfected first-priority security interest in and lien on all Collateral in which such Domestic Subsidiary has an interest consistent with the Collateral subject to terms of the Security Documents to be so filedLoan Documents; (c) upon the request of the Lender, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel to each such Domestic Subsidiary and addressed to the Lender, in form and substance reasonably acceptable to the Lender, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organization Documents of each such Domestic 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 Organization Documents or applicable Law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Lender may reasonably elect; and (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower, all “know-your-customer” and customer due diligence documentation satisfactory to the Administrative Agent with respect Lender to each the extent such Person and information is requested by the matters set forth in this sectionLender reasonably promptly after written notice to the Lender of the proposed joinder of a Borrower.

New Subsidiaries. The Borrower shall, at its own expense, promptly, (a) As soon as possible and in any event within ten (10) Business Days no later than 30 days after the formation or acquisition end of each fiscal quarter in which any of the following events occur: (i) the date of the creation of any new direct or indirect Material Domestic Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventCompany, (ii) amend the date that any Subsidiary of the Company that was not a Material Domestic Subsidiary becomes a Material Domestic Subsidiary, or (iii) the purchase permitted by this Agreement by the Company or any of its Subsidiaries of the capital stock of any Person, which purchase results in such Person becoming a Material Domestic Subsidiary of the Company, the Company shall, in each case, cause (A) such Material Domestic Subsidiary to execute and deliver to the Administrative Agent (with sufficient originals for each applicable Lender) any or all of the following documents requested by the Administrative Agent: a Guaranty to guaranty the Obligations and a Security Agreement, a Pledge Agreement (if such new Subsidiary owns one or more Subsidiaries), one or more Vessel Mortgages (if such new Subsidiary owns one or more Material Vessels), and such other Security Documents as appropriate the Administrative Agent may reasonably request, in light each case to secure the Obligations together with evidence of corporate authority to enter into such Guaranty, Security Agreement, Pledge Agreement, Vessel Mortgages and other Security Documents as the Administrative Agent may reasonably request and (B) the Company or its Subsidiary owning capital stock or other equity interests of such event new Subsidiary to pledge to the Collateral Agent for the benefit of the Secured Parties execute a Pledge Agreement pledging 100% of its interests in the Equity Securities capital stock or other equity interests of such new Subsidiary to secure the Obligations and deliver such evidence of corporate authority to enter into such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in blank. (b) As soon as possible and in any event no later than 30 days after the end of each fiscal quarter in which any of the following events occur: (i) the date of the creation of any new Mexican Subsidiary that is a Material Subsidiary or (ii) the purchase of a Person by a Mexican Subsidiary, which becomes purchase results in such Person becoming a Mexican Subsidiary and that is a Material Subsidiary, the Company shall, in each case, cause (A) such Mexican Subsidiary to execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, Agent (vwith sufficient originals for each applicable Lender) cause each such Person that becomes a direct any or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary all of the Borrower after the date hereof) required by law or reasonably following documents requested by the Administrative Agent or any Lender: a Guaranty to be filed, registered or recorded in order to create in favor of guaranty the Collateral Agent for the benefit of the Lenders a valid, legal Mexican Subsidiaries' Obligations and perfected first-priority security interest in and lien on the Collateral subject to the Mexican Security Documents to be so filedand one or more Vessel Mortgages (if such new Subsidiary owns one or more Material Vessels), registered or recorded and evidence thereof delivered to such other Security Documents and the Administrative Agent or any Lender may reasonably request, in each case to secure the Mexican Subsidiaries' Obligations together with evidence of corporate authority to enter into such Guaranty, Mexican Security Document, and Vessel Mortgages and (provided that no filing shall be required with respect B) the Company or its Subsidiary owning capital stock or other equity interests of such new Subsidiary to intellectual property if execute a Pledge Agreement pledging 100% of its interests in the capital stock or other equity interests of such new Subsidiary to secure the Mexican Subsidiaries' Obligations and 66% of its interests in such capital stock to secure the Loan Parties' Obligations and such evidence of corporate authority to enter into such Pledge Agreement as the Administrative Agent determines that such property is not material to the business of such Subsidiary)may reasonably request, along with share certificates pledged thereby and (vii) deliver an opinion of counsel appropriately executed stock powers in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionblank.

New Subsidiaries. The Borrower shall, at its own expenseimmediately upon any Investment in a new Subsidiary permitted by Section 9.3(f) hereof, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent Agent, for the benefit of the Secured Parties 100% of Lenders and the Equity Securities Agents, the capital stock of each Person new Subsidiary in which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations invests pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a stock pledge and security agreement in form and substance satisfactory to the Administrative AgentAgents and the Lenders, and such new Subsidiary shall grant to the Collateral Agent a perfected priority security interest (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect subject only to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create liens in favor of the Senior Collateral Agent Agent, for the benefit of the Senior Lenders a valid, legal and perfected first-the Senior Agents and Permitted Liens entitled to priority security interest under applicable law) in and lien on all of its personal property assets (with such exceptions are as acceptable to the Collateral subject Required Lenders) pursuant to an instrument of adherence to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel Agreement in form and substance satisfactory to the Administrative Agent with respect to each such Person Agents and the matters set forth Lenders. In addition, the Borrower shall immediately upon such Investment, revise Schedule 7.19 hereto to reflect the acquisition of each new Subsidiary. Each new Subsidiary in which the Borrower invests shall, immediately upon such Investment, execute and deliver to the Collateral Agent, for the benefit of the Lenders and the Agents, a guaranty of the payment and performance of all of the Obligations, in form and substance satisfactory to the Agents and the Lenders, together with acceptable security documents including without limitation, the aforementioned instrument of adherence to the Security Agreement, legal opinions, and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such guaranty and such security documents and to perfect the Collateral Agent's security interest in all of such new Subsidiary's assets, including (a) the resolutions of the Board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, certified by an officer of such new Subsidiary, (b) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (c) a certificate of the Secretary or an Assistant Secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign such guaranty and such security documents, (d) UCC-1 financing statements, and (e) such other documents as the Collateral Agent may reasonably request. Upon delivery of the aforementioned documents, such new Subsidiary shall become a guarantor of the Obligations hereunder and, except as otherwise agreed to by the Required Lenders, shall comply with and be bound by all of the terms and conditions of the Loan Documents as a Subsidiary of the Borrower thereunder, and the Borrower shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Subsidiary of the Borrower on the Closing Date, including making all representations and warranties as a guarantor under each of the Loan Documents. Notwithstanding anything contained in this sectionSection 8.19 to the contrary and to the extent permitted pursuant to Section 9.12, no Subsidiary which is incorporated or organized outside the United States of America (a "Foreign Subsidiary") shall be required hereunder to execute or deliver a guaranty or security agreement or otherwise pledge, or grant a security interest in, any of its assets, and the Borrower and any Subsidiary shall not be required to pledge more than sixty-five percent (65%) of the outstanding capital stock, or other equity interest, of any Foreign Subsidiary, in each case to the extent such guaranty, security agreement, pledge or grant would cause a deemed repatriation of the accumulated earnings and profits of such Foreign Subsidiary to its parent.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Within 30 Business Days after the formation date of the acquisition or acquisition creation of any new direct Subsidiary by the Borrower or indirect a Subsidiary of the Borrower after or in the date hereof (i) notify the Administrative Agent case of a Non-Wholly Owned ASC Subsidiary which becomes a Wholly-Owned Subsidiary, such event, (ii) amend the Security Documents as appropriate in light of such event Person will cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% Lenders each of the Equity Securities following: (i) in the case of each Person which becomes a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, a joinder to the Guaranty, the Guarantor Pledge Agreement and execute and deliver all documents the Guarantor Security Agreement; (ii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a corporation, a limited liability company or instruments required thereunder a partnership that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or appropriate to perfect partnership, as the security interest created therebycase may be, of such Person pertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) deliver in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest of such limited liability company or partnership, as the case may be, with respect to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary registration of the Borrower after Lien on membership or partnership interests in such Subsidiary, as the date hereof to guarantee the Obligations pursuant to documentation case may be, of such Person which is acknowledgment shall be in form and substance satisfactory to the Administrative Agent; (iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or, a Subsidiary (other than a Non-Wholly-Owned ASC Subsidiary) of the Borrower, of such Subsidiary, certified as true, correct and complete by the Authorized Officer of the relevant Credit Party (provided that the failure to deliver such supplement shall not impair the rights conferred under the Collateral Documents in after acquired Collateral and Pledged Collateral); (v) cause each to the extent requested by Agent in its reasonable discretion, an opinion or opinions of counsel to the Borrower and such Person that becomes Subsidiary (other than a direct or indirect Subsidiary after Non-Wholly-Owned ASC Subsidiary), dated as of the date hereof of delivery of any of the documents provided in the foregoing clause (i) and addressed to execute a pledge the Agent and security agreement the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative AgentAgent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1.8), to the effect that: (viA) cause such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing in each document jurisdiction listed on the schedule attached to such opinion; (B) the execution, delivery and performance of the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement, as applicable, described in clause (i) of this Section 7.1.12, have been duly authorized by all requisite action (including each Uniform Commercial Code financing statement any required shareholder, member or partner approval), such agreement has been duly executed and each filing delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with respect its terms, except to intellectual property owned the extent such enforceability may be limited by each such Person that becomes applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights and remedies generally, or to general principles of equity, whether enforcement thereof is considered in a direct or indirect Subsidiary court of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filedequity; and (C) all financing statements, registered or recorded instruments and documents are in order a form which is sufficient to create a security interest in favor of the Agent in the Pledged Collateral Agent for and the benefit Collateral, as the case may be; (vi) current copies of the Lenders a validcharter documents, legal including, limited liability agreements and perfected first-priority security interest in certificates of formation, partnership agreements and lien on the Collateral subject to the Security Documents to be so filedcertificates of limited partnership, registered or recorded if applicable, and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business bylaws of such Subsidiary), minutes of duly called and conducted meetings (viior duly effected consent actions) deliver an opinion of counsel the Board of Directors, members, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in form this Section 7.1.2 and substance evidence satisfactory to the Administrative Agent with respect (confirmation of the receipt of which will be provided by the Agent to each the Lenders) that such Person Subsidiary is Solvent as of such date and after giving effect to the matters set forth in this sectionexecution of any of the documents required by clause (i) above.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten 30 days (10or such longer period as the Administrative Agent may agree in its reasonable discretion) Business Days after (a) following the formation acquisition or acquisition creation of any new direct Subsidiary (other than an Excluded Subsidiary) by a Loan Party (including by way of division), or indirect (b) following a Subsidiary which was previously an Immaterial Subsidiary ceasing to be an Immaterial Subsidiary as provided in the definition thereof, cause to be delivered to the Administrative Agent each of the Borrower after the date hereof following: (i) notify a Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed), which Joinder Agreement will, if such Subsidiary will engage in the Administrative Agent business of selling or leasing new motor vehicles, designate such event, Subsidiary as a Designated Borrower; (ii) amend if reasonably requested by the Security Documents Administrative Agent, an opinion or opinions of counsel to such Subsidiary dated as appropriate in light of the date of delivery of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, Joinder Agreements (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free Loan Documents) provided for in this Section 6.12 and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory addressed to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory reasonably acceptable to the Administrative Agent, ; and (viiii) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary current copies of the Borrower after Organization Documents of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the date hereof) Board of Directors, partners, or appropriate committees (and, if required by law such Organization Documents or reasonably requested applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 6.12, all certified by the applicable Governmental Authority (in the case of certificates of incorporation, certificates of formation or equivalent organizational documents) or appropriate officer as the Administrative Agent to be filedmay reasonably request.” CarMax Auto Superstores, registered or recorded in order to create in favor Inc. January 19, 2021 Page 4 CHAR1\1707693v4 5. Section 10.19. Section 10.19 of the Collateral Agent for the benefit of the Lenders a valid, legal Credit Agreement is amended and perfected first-priority security interest restated in and lien on the Collateral subject its entirety to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.read as follows: “

New Subsidiaries. The Borrower shallNotify the Administrative Agent at the time that any Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Direct Foreign Subsidiary, at its own expense, promptly, and (i) Within 30 days (in the case of clause (A)) and 60 days (in any event within ten the case of clause (10B)) Business Days after of the formation or acquisition of any new direct Significant Subsidiary or indirect the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any time that any Subsidiary Securities of the Borrower after the date hereof (i) notify the a Direct Foreign Subsidiary that is a Significant Subsidiary are acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, cause to be delivered to Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of Administrative Agent and the Secured Parties 100% Financing Parties: (A) In the case of a Significant Subsidiary that is a Domestic Subsidiary, (I) a Guaranty substantially in the form of Exhibit F executed by such Significant Subsidiary, (II) an opinion of counsel to the Significant Subsidiary dated as of the Equity Securities date of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary delivery of the Borrower after Guaranty provided for in this Section 10.3A(f) and addressed to Administrative Agent and the date hereof to guarantee the Obligations pursuant to documentation which is Lenders, in form and substance satisfactory reasonably acceptable to Administrative Agent, and (III) the Organization Documents of such Significant Subsidiary; (B) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, (I) a Pledge Agreement in such form as may be acceptable to the Administrative Agent or a Pledge Joinder Agreement, in each case executed by the Lessee or any Domestic Subsidiary directly owning the stock of such Significant Subsidiary which shall pledge the Pledged Interests in such Subsidiary to the Collateral Agent, (vII) cause opinions of counsel to each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge pledgor and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person Significant Subsidiary that becomes a direct or indirect Subsidiary under the laws of the Borrower after applicable foreign jurisdiction, all agreements, notices and other documents required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the date hereoflaws of such jurisdiction to perfect the Lien conferred in favor of Collateral Agent have been duly executed, delivered, filed, recorded or taken, as the case may be, and (III) required by law take such further action and deliver or cause to be delivered such further documents as reasonably requested by the Collateral Agent or the Administrative Agent to be filedeffect the transactions contemplated herein; provided, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a validhowever, legal that such Guaranty and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing opinion shall not be required with respect to intellectual property if a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Administrative Agent determines that such property is not material to the business of such Subsidiary)Incorporated Covenants, and (vii2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 30-day period described above; provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to a Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Incorporated Covenants and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60-day period described above; and provided further that neither Tech Data Finance SPV nor any Special Purpose Finance Subsidiary shall be required to deliver an opinion a Guaranty. (ii) If at any time the sum of counsel the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that have not executed and delivered to Administrative Agent a Guaranty (or whose Guaranty has been released) exceeds in form the aggregate 10% of the total assets of the Lessee (on a consolidated basis with its Subsidiaries), the Lessee shall promptly cause there to be delivered to Administrative Agent one or more additional Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Guaranties, the sum of the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) not having delivered a Guaranty does not exceed in the aggregate 10% of the total assets of the Lessee (on a consolidated basis with its Subsidiaries). (iii) The parties acknowledge and substance satisfactory agree that so long as Section 7.12 of the Amended Tech Data Credit Agreement requires the pledge of the Pledged Interests of any Person, the actual Pledged Interests of such Person pledged to the Administrative Agent pursuant to this Section 10.3A(f) shall be the same as those pledged pursuant to Section 7.12 of the Amended Tech Data Credit Agreement, so that compliance with such agreement and this Lease does not result in the pledge of more than the Pledged Interests of such Person. (d) Schedule 2 to the Participation Agreement is hereby amended by deleting it in its entirety and substituting therefor Schedule 2 to this Amendment. (e) The Participation Agreement is hereby amended by inserting Schedule 5.9 hereto as Schedule 5.9 to the Participation Agreement. (f) Each of the Financing Parties and the Administrative Agent hereby consent to the effectiveness of the Amended Tech Data Credit Agreement (as such definition is amended hereby) with respect to each such Person and the matters set forth in this sectionIncorporated Covenants (including the defined terms used therein) as incorporated by reference pursuant to Section 10.3A(a) of the Participation Agreement.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10a) Business Days after Simultaneously with the formation of any Significant Subsidiary or the acquisition of any new direct Significant Subsidiary permitted by the terms of this Agreement or indirect at any time a Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such eventbecomes a Significant Subsidiary, (ii) amend the Security Documents as appropriate in light of such event cause to pledge be delivered to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each of the following: (i) a validguarantee agreement of each Significant Subsidiary, legal and perfected first-priority security interest each duly executed by such Significant Subsidiary substantially in and lien on the Collateral subject to form of the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent Guaranty; (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (viiii) deliver an opinion of counsel to the Borrowers and the Significant Subsidiaries (which may be an employee of TDC) dated as of the date of delivery of the documents provided in the foregoing clause (i) and addressed to the Agent and the Lenders, in form and substance satisfactory reasonably acceptable to the Administrative Agent with respect to each such Person and the matters set forth Lenders (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(b) hereof), to the effect that: (A) such Significant Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its incorporation, has the requisite corporate power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing as a foreign corporation in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification; and (B) the execution, delivery and performance of the documents described in clause (i) of this section.Section 8.20 to which such Significant Subsidiary or its parent is a signatory have been duly authorized by all requisite corporate action (including any required shareholder approval), such documents have been duly executed and delivered and constitute valid and binding obligations of such Significant Subsidiary or its parent, as the case may be, enforceable against such Subsidiary or its parent in accordance with its terms, subject to the effect of 106 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

New Subsidiaries. The Borrower shallCreate, at organize, incorporate or acquire any ---------------- Subsidiary other than a Special Purpose Vehicle (any such newly created, organized, incorporated or acquired Subsidiary 120 other than a Special Purpose Vehicle being a "NEW SUBSIDIARY"), or permit any of its own expenseSubsidiaries to create, promptlyorganize, and in incorporate or acquire any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof New Subsidiary, unless: (i) notify either (A) such New Subsidiary constitutes a Restricted Subsidiary or (B) if such New Subsidiary does not constitute a Restricted Subsidiary, such New Subsidiary is otherwise expressly permitted under the terms of Section 5.02(f)(ix); (ii) the Administrative Agent shall have approved the legal structure and capitalization of such eventNew Subsidiary, such approval not to be unreasonably withheld or delayed; (iiiii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a New Subsidiary and shall execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after on behalf of the Secured Parties, promptly following the date hereof of its creation, organization, incorporation or acquisition, (A) if such New Subsidiary constitutes a Restricted Subsidiary, a Guarantee Supplement, a Security Agreement Supplement, and, if applicable, one or more IP Collateral Assignments--Short Form and/or, if necessary or in the reasonable opinion of the Administrative Agent desirable to execute properly create and perfect a pledge lien and security agreement interest in the Equity Interests in, or the property and assets of, such New Subsidiary, one or more other mortgages, security agreements, floating and fixed debentures or pledge agreements (or other similar documents), in form and substance reasonably satisfactory to the Lenders, (B) if such New Subsidiary constitutes an Unrestricted Subsidiary, such documentation as may be necessary or in the reasonable opinion of the Administrative Agent desirable to properly create and perfect a lien and security interest in the Equity Interests of such Unrestricted Subsidiary referred to in clause (v) of this Section 5.02(k) and (C) in each case, such other agreements, instruments, certificates or documents as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Lenders; (iv) if such New Subsidiary constitutes a Restricted Subsidiary, such New Subsidiary and the owners of all of the Equity Interests therein shall have taken or shall take all of the other actions that may be necessary or that the Administrative Agent may reasonably deem desirable in order (A) to perfect and protect any Liens granted under the Collateral Documents, the Security Agreement Supplement and, if applicable, one or more IP Collateral Assignments-- Short Form and the other mortgages, security agreements, floating and fixed debentures and pledge agreements referred to in clause (iii) of this Section 5.02(k) and (B) to enable the Administrative Agent and the Lenders to exercise and enforce their rights and remedies under the Loan Documents; (v) if such New Subsidiary constitutes an Unrestricted Subsidiary, such New Subsidiary and each of the Borrowers and the Restricted Subsidiaries that own any of the Equity Interests therein shall have taken or shall take all of the other actions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect any Liens granted or intended to be granted under the Collateral Documents in (A) if such New Subsidiary is not a Foreign Corporation, all of the Equity Interests in such New Subsidiary that are owned or otherwise held by, and all of the Indebtedness of such New Subsidiary owing from time to time to, any of the Borrowers or any of the Restricted Subsidiaries and (B) if such New Subsidiary is a Foreign Corporation, 66% of the Equity Interests in such New Subsidiary entitled to vote (within the meaning of Treasury Regulation 121 Section 1. 956-2(c)(2) promulgated under the Internal Revenue Code) (the "VOTING EQUITY INTERESTS") (on a fully diluted basis) or, if less, all of the Voting Equity Interests in such New Subsidiary owned by the Borrowers and/or the Restricted Subsidiaries, and all of the Equity Interests in such New Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) now or hereafter owned by the Borrowers and/or the Restricted Subsidiaries; provided, however, that, if, as a result of any changes in the tax laws of the United States of America after the date of this Agreement, the pledge by any of the Borrowers or any of their respective wholly owned Subsidiaries of any additional Equity Interests in any such Foreign Corporation to the Administrative Agent, on behalf of itself and the other Secured Parties, would not result in an increase in the aggregate net consolidated tax liabilities of Fox Kids and its Subsidiaries, then, promptly after the changes in such laws, all such additional Equity Interests shall be pledged to the Administrative Agent, on behalf of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents and/or one or more additional pledge agreements (or other similar documents), in form and substance reasonably acceptable to the Lenders; and (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary upon the reasonable request of the Borrower after Administrative Agent, signed copies of one or more favorable opinions of special and appropriate local and/or foreign counsel for such New Subsidiary and, if appropriate, counsel for each of the date hereof) required by law or reasonably requested by owners of the Equity Interests therein as the Administrative Agent shall reasonably request, addressed to be filedthe Administrative Agent, registered or recorded in order to create in favor on behalf of the Collateral Agent for the benefit of the Lenders a validSecured Parties, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered reasonably acceptable to the Administrative Agent and each of the other Secured Parties, as to the Guarantee Supplement, the Security Agreement Supplement, the IP Collateral Assignments--Short Form, the mortgages, the security agreements, the floating and fixed debentures and the pledge agreements (provided or other similar documents) referred to in clause (iii) of this Section 5.02(k) being the legal, valid and binding obligations of such New Subsidiary or such owners of the Equity Interests therein, as the case may be, enforceable against such New Subsidiary or each such owner in accordance with their respective terms, as to the creation, perfection and priority of the liens and security interests created or purported to be created therein, as to the choice of New York law being recognized in the courts of the jurisdiction in which such New Subsidiary is organized and as such other matters as the Administrative Agent, or any of the Lenders through the Administrative Agent, may reasonably request. It is understood and agreed that no filing the only direct Subsidiaries of Fox Kids at any time shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionother Borrowers.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and As soon as practicable but in any event within ten (10) 30 Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify as such deadline may be extended from time to time by the Administrative Agent in its sole discretion) following the acquisition or creation of any Domestic Restricted Subsidiary that is a Material Subsidiary (other than any Excluded Domestic Subsidiary), by Division or otherwise, or the time any existing Domestic Subsidiary (other than any Unrestricted Subsidiary and any Excluded Domestic Subsidiary) is otherwise required to become a Borrower in compliance with Section 3.03(b) or Section 7.15(b)(i), in each such eventcase, (ii) amend the Security Documents as appropriate in light of such event Company shall cause to pledge be delivered to the Collateral Administrative Agent each of the following, as applicable, all of which shall be in form and substance acceptable to the Administrative Agent: (a) a Borrower Joinder Agreement duly executed by such Domestic Subsidiary; (b) a Security Joinder Agreement duly executed by such Domestic Subsidiary; (c) Uniform Commercial Code financing statements naming such Domestic Subsidiary as "Debtor" and naming the Administrative Agent for the benefit of the Secured Parties 100% as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Equity Securities of each Person which becomes a Subsidiary Administrative Agent and execute and deliver its special counsel to be filed in all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement filing offices and each in all jurisdictions in which filing with respect is necessary to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create perfect in favor of the Collateral Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien Secured Parties the Lien on the Collateral subject conferred under such Security Instrument to the Security Documents to extent such Lien may be so filed, registered or recorded and evidence thereof delivered to perfected by Uniform Commercial Code filing; (d) upon the reasonable request of the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary)Agent, and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each Domestic Subsidiary executing Joinder Agreements, pursuant to this Section 7.12, dated as of the date of delivery of such Person applicable Joinder Agreements (and the matters set forth other Loan Documents) provided for in this section.Section 101 #500021837_v16

New Subsidiaries. The Borrower shall, at its own expense, promptlySuch Loan Party shall not, and in shall not permit any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof Mexican Subsidiaries to, directly or indirectly, organize, create, acquire or permit to exist any Domestic Subsidiary other than those listed on Schedule 6.5; provided, however, that (i) notify Foamex or any of its Domestic Subsidiaries may acquire a Domestic Subsidiary pursuant to a Permitted Acquisition or organize or create a Domestic Subsidiary in connection with the consummation of a Permitted Acquisition so long as within five (5) days of such acquisition, organization or creation of such Domestic Subsidiary (A) the direct owner of the capital stock or other equity interests of such Domestic Subsidiary has executed and delivered to the Administrative Agent of a new security agreement or such event, (ii) amend the Security Documents as appropriate in light of such event to pledge amendments to the Collateral U.S. Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties 100% Administrative Agent and the Lenders, a Lien on all of the Equity Securities capital stock or other equity interests of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created therebysuch Domestic Subsidiary, (iiiB) deliver if such capital stock or other equity interests is issued in certificated form, such owner has delivered to the Collateral Administrative Agent all any certificates representing such capital stock certificates and or other instruments added to the Collateral thereby free and clear of all Liensequity interests, accompanied by together with undated stock powers executed and delivered in blank by a duly authorized officer of such owner, (C) such Domestic Subsidiary shall become a Guarantor hereunder and become a grantor under the U.S. Security Agreement and under the other applicable Loan Documents and (D) if requested by the Administrative Agent, such owner and such Domestic Subsidiary shall have delivered or caused to be delivered to the Administrative Agent legal opinions and other documents relating to matters described in clauses (A), (B) and (C) above, which opinions and other documents shall be in form and substance, and (in the case of legal opinions) from counsel, reasonably satisfactory to the Administrative Agent; and (ii) Foamex Canada may acquire a Canadian Subsidiary pursuant to a Permitted Acquisition or organize or create a Canadian Subsidiary in connection with the consummation of a Permitted Acquisition so long as within five (5) days of such acquisition, organization or creation of such Canadian Subsidiary, (A) the direct owner of the capital stock or other equity interests of such Canadian Subsidiary has executed and delivered to the Administrative Agent a new security agreement or such amendments to the Canadian Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a Lien on all of the capital stock or other equity interests of such Canadian Subsidiary, (B) if such capital stock or other equity interests is issued in certificated form, such owner has delivered to the Administrative Agent any certificates representing such capital stock or other equity interests, together with undated stock powers executed and delivered in blank by a duly authorized officer of such owner or other instruments of transfer executed in blankreasonably requested by the Administrative Agent, (ivC) cause each Person such Canadian Subsidiary shall (a) enter into a guarantee that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Canadian Subsidiary shall become a Guarantor, (vb) cause each execute and deliver a Canadian Security Agreement and other applicable Loan Documents and (c) enter into such Person that becomes other documentation as the Administrative Agent may reasonably request to have such Canadian Subsidiary become bound by the covenants applicable to a direct Loan Party hereunder, and (D) if requested by the Administrative Agent, such owner and such Canadian Subsidiary shall have delivered or indirect Subsidiary after caused to be delivered to the date hereof Administrative Agent legal opinions and other documents relating to execute a pledge matters described in clauses (A), (B) and security agreement (C) above, which opinions and other documents shall be in form and substance substance, and (in the case of legal opinions) from counsel, reasonably satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new Each direct or indirect Subsidiary of the Parent shall become a Borrower after or Guarantor within twenty (20) days of the date hereof creation or acquisition such Subsidiary, and shall satisfy all of the following conditions within such twenty (i20) notify the Administrative Agent of such event, day period (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent except for the benefit requirement of Section 6.21(g), which may be satisfied within forty five (45) days of the Secured Parties 100% of the Equity Securities of each Person which becomes a creation or acquisition such Subsidiary): a. The Subsidiary and shall execute and deliver to the Lender a Guaranty Agreement or joinder to this Agreement, all documents or instruments required thereunder or appropriate in form and substance reasonably acceptable to perfect Lender. b. All legal matters incident to such Subsidiary becoming a Borrower shall be satisfactory to counsel for the security interest created therebyLender, (iii) and the Subsidiary shall execute and deliver to the Collateral Agent all stock Lender such additional documents and certificates and other instruments added relating to the Collateral thereby free and clear of Loans as the Lender may reasonably request. c. The Subsidiary shall grant to Lender a security interest in all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is Collateral (determined as if such Subsidiary was a Borrower), and financing statements in form and substance satisfactory to the Administrative AgentLender shall have been properly filed in each office where necessary to perfect the security interest of the Lender in such assets of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such assets (v) cause except with respect to Permitted Liens), all taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary and the Lender shall have received such lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. d. The Subsidiary shall have delivered the following documents to the Lender, each such Person that becomes a direct or indirect Subsidiary after of which shall be certified as of the date hereof on which it is to execute become a pledge Borrower or Guarantor, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Subsidiary to authorize the execution and security agreement delivery of the Loan Documents to which it will be a party; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents to which the Subsidiary is a party. e. The Lender shall have received a certificate of good standing and qualification (or similar instrument) issued by the appropriate state official of the state of formation of the Subsidiary, dated within 30 days of the date of the applicable Loan Documents. f. If the Subsidiary is to become a Borrower, the Lender shall have received a listing and aging of Accounts, a listing of accounts payable of the Subsidiary, a report setting forth the status of all contracts relating to its Eligible Accounts and such other financial information of such Subsidiary as may be requested by the Lender from time to time, all of which shall be of a current date and shall be in form and substance satisfactory to the Administrative AgentLender. g. If the Subsidiary is to become a Borrower, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) if required by law or reasonably requested by the Administrative Agent to be filedLender, registered or recorded in order to create in favor the Lender shall have received a satisfactory field examination of the Collateral Agent and internal control systems of the Subsidiary performed by a consultant selected by the Lender, and the Borrowers shall have reimbursed the Lender for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business cost of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this sectionconsultant.