Common use of New Subsidiaries Clause in Contracts

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement.

New Subsidiaries. The Loan Parties shall notExcept with respect to a Permitted Other Subsidiary that has incurred or issued Permitted Other Indebtedness, directly within ten (10) Business Days (or indirectly, organize, create, acquire, or permit to exist any ninety (90) Business Days in the case of a Material Subsidiary except as permitted by this Section 7.24. The Loan Parties shall created after the Effective Date in connection with an acquisition of an Owned Hospitality Property) after either (a) in the event date that any Subsidiary of the acquisition Parent that was not a Material Subsidiary becomes a Material Subsidiary or creation of any such Subsidiary (is no longer prohibited from acting as a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation Guarantor because of a Subsidiary, provided, that if such New contractual obligation or any new Material Subsidiary is a Foreign Subsidiarycreated after the Effective Date, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; or (b) in the event purchase by the Parent or any of its Subsidiaries of the acquisition or creation Ownership Interests of any Domestic SubsidiaryPerson, cause to be delivered to which purchase results in such Person becoming a Material Subsidiary the Agent, for the benefit of itself and the Lenders, each of the followingParent shall, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary case, cause (i) such Material Subsidiary to execute and deliver to the Administrative Agent either (A) a Subsidiary Guaranty, an Environmental Indemnity and a Security Agreement or (B) an Accession Agreement, (ii) a security agreement in substantially the form any of the Borrower and any Guarantor who is a direct owner of the Ownership Interests of such Material Subsidiary to execute and deliver to the Administrative Agent a Security Agreement, if necessary, and such other documents as are necessary to create an Acceptable Lien in the Ownership Interests in the Material Subsidiary owned by such Person (and such other Security Documents as the Administrative Agent may reasonably request) and (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable the Persons who are party to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject documents delivered pursuant to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed 5.10 to the Agent and Lenders, in form and substance identical to the opinion provide such evidence of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it authority to enter into such documents as the agreements required under this Section 7.24 and evidence satisfactory to Administrative Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementmay reasonably request.

New Subsidiaries. The Loan Parties Borrowers shall notcause, directly or indirectlyat their ----------------- sole cost and expense, organize, create, acquire, or permit to exist any each new Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary (a “New Subsidiary”) cause Borrower created or acquired on or after the date hereof, promptly upon such creation or acquisition, to be delivered to Agent, for the benefit of itself execute and the Lenders, a Pledge Agreement with respect deliver to the Capital Stock of such New Subsidiary substantially in Lender the form of the Pledge Agreement executed following agreements and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiarydocuments, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock which agreements and documents shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable reasonably satisfactory to the AgentLender: (a) a certain joinder and assumption agreement by and between each such new Subsidiary, the Lender, BBI and the other Borrowers, pursuant to which, among other things, each such new Subsidiary shall (i) join in this Agreement, the Note, the Security Agreement and all of the other Financing Instruments and assume all of the Obligations hereunder and thereunder, all as fully and completely as though each such new Subsidiary was an original Borrower hereunder; (ii) make to the Lender all of the representations, warranties and covenants described in this Agreement, the Note, the Security Agreement and all of the other Financing Instruments which have made hereunder and thereunder by the Borrowers; and (iii) agree to be bound by and to observe all of the terms and conditions of this Agreement, the Note, the Security Agreement and all of the other Financing Instruments, jointly and severally with all of the Borrowers; (b) any and all UCC financing statements which the Lender deems necessary and appropriate in order to perfect its first priority perfected security interests in all of the assets of such Subsidiary; and (c) in such other agreements, documents, financing statements, instruments, opinions and certificates and completion of such other matters, as the event of Lender may reasonably deem necessary or appropriate. Promptly upon the creation or acquisition or creation of any Subsidiary subject created or acquired after the date hereof, the Borrowers shall cause, at their sole cost and expense, all of the issued and outstanding shares of capital stock, membership interests and other equity interests of each such Subsidiary to be pledged to the provisions of clauses (a) or (b) aboveLender so that the Lender has a first priority perfected security interest in all such shares, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the membership interests and other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementequity interests.

New Subsidiaries. The Loan Parties shall notBorrowers shall, directly at their own expense promptly, and in any event within twenty (20) Business Days after the formation or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary by any Loan Party (a “New other than an Excluded Subsidiary”) or after any Excluded Subsidiary ceases to be an Excluded Subsidiary (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (B) cause such Subsidiary to be delivered execute and deliver or otherwise become a party to Agentthe Guaranty and to become a party to 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 Administrative Agent for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65Lenders 100% of the outstanding voting stock Equity Securities of such New Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, provided that any Excluded Subsidiary that ceases to be an Excluded Subsidiary shall only be required to become a party to the Security Documents if it is a Direct Foreign Subsidiary; no Default or Event of Default would result therefrom, (bC) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be requested by the event Administrative Agent 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 acquisition United States), (D) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Subsidiary) required by law or creation of any Domestic Subsidiary, cause requested by the Administrative Agent to be delivered filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself the Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Lenders, each of Collateral subject to the following, in each case Security Documents to be duly executed so filed, registered or recorded and evidence thereof delivered by such Subsidiary within thirty to the Administrative Agent, (30E) Business Days of deliver (or cause the acquisition or creation appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such Subsidiary under clause (ia) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) Schedule 3.01 if such Subsidiary has any material leased locations, had been a Collateral Access Agreement with respect thereto, Borrower on the Third Restatement Effective Date and (ivF) if such Subsidiary owns any real property, a mortgage or deed deliver an opinion of trust in respect of such real property, executed by such Subsidiary counsel in form and substance acceptable satisfactory to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any each new Guarantor; and (ii) current certified copies , the pledge of the Organizational Documents and Operating Documents Equity Securities of such each 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under other matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement5.01(i).

New Subsidiaries. The Loan Parties Each Material Subsidiary of Versar that is in existence on, formed or acquired on or after, the Effective Date, shall notbecome a Borrower, directly jointly and severally liable with each other Borrower for the payment in full of the Obligations, and Versar shall cause each such Subsidiary to satisfy each of the following conditions on or indirectlybefore the date on which such Subsidiary is formed or acquired: (i) Such Subsidiary shall execute and deliver to the Bank a joinder agreement on the Bank’s form therefor, organizeand, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of within 30 days after the acquisition or creation of formation, as appropriate, any Subsidiary (a “New Subsidiary”) cause other Loan Documents required by the Bank to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, said Subsidiary. (ii) All legal matters incident to such Subsidiary’s becoming a security agreement in substantially Borrower shall be reasonably satisfactory to counsel for the form of Bank and the Security AgreementSubsidiary shall execute and deliver to the Bank, within 30 days after its acquisition or formation, such additional documents and certificates relating to the Loan as the Bank reasonably may request. (iii) if such Subsidiary has any material leased locationsThe Bank shall have received, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the within 30 days after said acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) aboveformation, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and Subsidiary, addressed to the Agent and LendersBank, covering such matters as the Bank may reasonably request, in form and substance identical reasonably satisfactory to the opinion Bank. (iv) Financing statements in form and substance reasonably satisfactory to the Bank shall have been properly filed in each office where necessary to perfect the security interest of counsel delivered pursuant to Section 8.1(a)(xviiithe Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) hereof on the Closing Date termination statements shall have been filed with respect to any Guarantor; other financing statements covering all or any portion of such Collateral (except with respect to Liens permitted by this Agreement), (B) all Taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary or the Borrower and (iiC) current the Bank shall have received such Lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. (v) Such Subsidiary shall have delivered the following documents to the Bank, each of which shall be certified as of the date on which such Subsidiary is to become a Borrower, by its secretary or representative performing similar functions; copies of evidence of all actions taken by such Subsidiary to authorize the execution and delivery of the applicable Loan Documents; copies of the Organizational Documents articles or certificate of incorporation and Operating Documents bylaws (or the organizational documents for a Borrower that is not a corporation) of such Subsidiary; and a certificate as to the incumbency and signatures of the officers of such Subsidiary executing the Loan Documents. (vi) The Bank shall have received current certificates of good standing and qualification issued by the appropriate state official of the state of formation of such Subsidiary and in each jurisdiction in which it is qualified to do business. (vii) The Bank shall have received, within 30 days after said acquisition or formation, such information and documents the Bank may reasonably request with respect to the Collateral of such Subsidiary. (viii) If required by the Bank, the Bank shall have received, within 30 days after said acquisition or formation, a satisfactory field examination of the Collateral and internal control systems of such Subsidiary performed by a consultant selected by the Bank, and the Borrower shall have reimbursed the Bank for the cost of such consultant. (ix) If reasonably required by the Bank, it shall have received a landlord waiver from each landlord of such Subsidiary, minutes of duly called which shall be in form and conducted meetings (or duly effected consent actions) of the Board of Directors, 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 it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent substance reasonably acceptable to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementBank.

New Subsidiaries. The Loan Parties Borrowers shall notcause, directly at their sole cost and expense, each new Subsidiary of a Borrower created or indirectlyacquired on or after the date hereof, organizepromptly upon such creation or acquisition, createto execute and deliver to the Lender the following agreements and documents, acquire, or permit which agreements and documents shall be in form and substance reasonably satisfactory to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall the Lender: (a) a joinder agreement in such form as the event of the acquisition or creation of any Lender shall require pursuant to which such new Domestic Subsidiary (shall become a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiaryco-borrower hereunder; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially such form as the form Lender shall require, pursuant to which, such Domestic Subsidiary shall grant to the Lender a first priority perfected security interest in all of its assets in order to secure the full and prompt payment and performance of the Security Agreement, Obligations; (iiic) if any and all UCC financing statements which the Lender deems necessary and appropriate in order to perfect its first priority perfected security interests in all of the assets of such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, Domestic Subsidiary; and (ivd) if such Subsidiary owns any real propertyother agreements, a mortgage or deed of trust in respect documents, financing statements, instruments, opinions and certificates and completion of such real propertyother matters, executed by as the Lender may reasonably deem necessary or appropriate. Promptly upon the creation or acquisition of any Foreign Subsidiary created or acquired after the date hereof, the Borrowers shall cause, at their sole cost and expense, 65% of the Capital Stock, membership interests and other equity interests of each such Subsidiary Foreign Subsidiary, to be pledged to the Lender so that the Lender has a first priority perfected security interest in all such shares, membership interests and other equity interests. Such pledge shall be pursuant to a pledge agreement in a form and substance acceptable reasonably satisfactory to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementLender.

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (ai) in the event of the acquisition or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition or creation of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock Parent Borrower shall be limited to 65% of the outstanding voting stock notify Agent of such New event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (x) cause each such new Restricted Subsidiary and shall only be required if it that is a Direct Foreign Subsidiary; not an Excluded Subsidiary to deliver to Agent (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (iA) a Subsidiary Guaranty, (ii) a Joinder Agreement or other security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary document in form and substance reasonably acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders(B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (y) 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 Agreement or the German Security Agreements or a new pledge or security document, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance identical reasonably satisfactory to Agent, and (z) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the opinion extent requested by Agent, one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 8.1(a)(xviii) hereof on Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement or other security agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a 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 or other security agreement shall not require the consent of any Loan Party or 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. For the avoidance of doubt, no Person may be joined as a U.S. Borrower, a German Borrower or a Borrower hereunder after the Closing Date unless (1) all of the foregoing requirements have been completed to the reasonable satisfaction of each Lender, (2) such Person is organized under the laws of the United States (or any state thereof) or Germany, (3) if such Person qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Person shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Person, (4) each Lender shall have completed its diligence, with results satisfactory to such Lender, of such Person in connection with applicable “know your customer”, FDPA and anti-money-laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, (5) such joinder is pursuant to amendments to the Loan Documents in form and substance reasonably satisfactory to each Lender and (6) the Parent Borrower has provided at least 30 days’ prior written notice of such joinder to each Lender. (ii) Notwithstanding anything to the contrary contained herein, neither any 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 Capital Stock or other property held by it if (A) the Parent Borrower has given the Agent at least ten (10) days’ prior written notice that such action for reasons of cost, legal limitations or other matters may be unreasonably burdensome in relation to the benefits to the Lenders of such Borrower’s or such Subsidiary’s guaranty or security and the Agent has agreed in its reasonable determination or (B) such property is Excluded Property or otherwise would not be required with respect to any Guarantor; and (ii) current certified copies the Collateral owned by a Loan Party pursuant to the terms 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementCollateral Documents.

New Subsidiaries. The Loan Parties shall notBorrower shall, directly at its own expense, promptly, and in any event within ten (10) Banking Days after the formation or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary of Parent or Borrower, (a “New Subsidiary”A) cause notify the Administrative Agent of such event (which notice shall be deemed to be delivered constitute an update to AgentSchedule 4.4), (B) amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the LendersLenders 100% of the Securities of each such Person and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (C) cause each such Subsidiary to become a Pledge party to the appropriate Guaranty, the Security Agreement and each other applicable Security Document in accordance with the terms thereof or cause each such Subsidiary which is organized outside the laws of the United States to execute such security agreements and guaranties as the Administrative Agent may reasonably request, (D) deliver to the Administrative Agent all stock certificates and other instruments constituting Collateral thereby free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable laws of jurisdictions outside of the United States of America), (E) cause each document (including each UCC financing statement or the equivalent thereof and each filing with respect to intellectual property owned by each new Subsidiary) required by law or reasonably requested by the Capital Stock of such New Subsidiary substantially Administrative Agent to be filed, registered or recorded in the form order to create in favor of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each of a valid, legal and perfected first-priority security interest in and lien on the following within Collateral subject to the time periods indicated therein: Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent and (iF) deliver an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical reasonably satisfactory to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date Administrative Agent with respect to any Guarantor; each new Subsidiary and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementSection.

New Subsidiaries. The Loan Parties shall notGive the Administrative Agent prompt written notice of the creation, directly establishment or indirectlyacquisition, organizein any manner, create, acquire, or permit to exist of any Subsidiary except as permitted by this Section 7.24not existing on the date of the Second Amendment. The Loan Parties shall Borrower (a) in shall cause any Domestic Subsidiary formed after the event date of this Agreement to become a Guarantor of all debts and obligations of the acquisition Borrower under this Agreement and cause such Domestic Subsidiary to execute a Guarantee and a Security Agreement together with related security agreement questionnaires and UCC-1 financing statements which shall be acceptable to the Administrative Agent in all respects and (b) the Borrower or creation a Domestic Subsidiary of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agentthe Borrower, for the benefit of itself and the Lendersas appropriate, shall execute a Pledge Agreement in the form provided by counsel to the Administrative Agent, with respect to the Capital Stock capital stock or other equity interest of such New any Foreign Subsidiary substantially in formed after the form date of the Second Amendment to be pledged to the Agent for the pro rata benefit of the Lenders pursuant to the Pledge Agreement or an amendment thereto and deliver to the Agent the stock certificates, if any, evidencing the shares or other interests pledged under such Pledge Agreement together with stock powers executed and delivered in blank. In no event shall the Borrower or a Domestic Subsidiary be required to Agent on the Closing Date within thirty (30) Business Days pledge any of the acquisition or creation assets of a Subsidiary, provided, Subsidiary that if such New Subsidiary is a Foreign Subsidiarycontrolled foreign corporation, such pledge as defined in Section 957(a) of Capital Stock shall be the Internal Revenue Code, including, but not limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to held directly or indirectly by any such Subsidiary. In the provisions case of clauses both (a) or and (b) above, within ten (10) days after the creation, establishment, or acquisition of such Subsidiary, the Borrower and or a Domestic Subsidiary shall deliver or cause to be delivered to Agent for the benefit such proof of the Lenders each corporate action, incumbency of the following within the time periods indicated therein: (i) an opinion officers, opinions of counsel to such Subsidiary dated as of the date of the delivery of the and other documents required as are consistent with those delivered as to be delivered each Subsidiary pursuant to this Section 7.24 and addressed to 4.1 hereof or as the Administrative Agent and Lendersshall request, each in form and substance identical satisfactory to the opinion of counsel delivered pursuant Administrative Agent.” 6. The Credit Agreement is hereby amended by adding a new Section 5.12 to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent read as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement.follows:

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in Upon the event of the acquisition or creation of any Subsidiary not ---------------- in existence on the date hereof, the Borrower shall at its expense: (a “New Subsidiary”a) duly execute and deliver, or cause such Subsidiary to be delivered duly execute and deliver, to Agent, for the benefit of itself Administrative Agent and the Lenders, Collateral Agent a Pledge Agreement with Subsidiary Guaranty in respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if with such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or changes thereto as either Agent may reasonably request); (b) aboveduly execute and deliver, or cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 duly execute and addressed deliver, to the Administrative Agent and Lendersthe Collateral Agent, a Subsidiary Security Agreement (with such changes thereto as either Agent may reasonably request) and such other mortgages, pledges, assignments and other security agreements, in form and substance identical reasonably satisfactory to the Agents, 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 to be pledged, to the Collateral Agent on behalf of the Secured 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, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of counsel either Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the security agreements delivered pursuant to Section 8.1(a)(xviiithis (S)6.18, enforceable against all third parties in accordance with their terms; (d) hereof on deliver to the Closing Date with respect Administrative Agent a signed copy of favorable opinions, addressed to the Agents and the Lenders, of counsel for the Borrower acceptable to the Administrative Agent as to such matters relating to such Subsidiary as either Agent may reasonably request; and (e) at any Guarantor; 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 (ii) current certified copies of the Organizational Documents S)6.18 and Operating Documents of mortgages and other agreements and instruments entered into by 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement.

New Subsidiaries. The Loan Parties shall notBorrowers shall, directly at their own expense promptly, and in any event within twenty (20) Business Days after the formation or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary by any Loan Party (a “New other than an Excluded Subsidiary”) or after any ​ -109- 4147-6459-6034 ​ Excluded Subsidiary ceases to be an Excluded Subsidiary (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(viii)), (B) cause such Subsidiary to be delivered execute and deliver or otherwise become a party to Agentthe Guaranty and to become a party to 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 Administrative Agent for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65Lenders 100% of the outstanding voting stock Equity Securities of such New Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, provided that any Excluded Subsidiary that ceases to be an Excluded Subsidiary shall only be required to become a party to the Security Documents if it is a Direct Foreign Subsidiary; no Default or Event of Default would result therefrom, (bC) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be requested by the event Administrative Agent 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 acquisition United States), (D) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Subsidiary) required by law or creation of any Domestic Subsidiary, cause requested by the Administrative Agent to be delivered filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself the Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Lenders, each of Collateral subject to the following, in each case Security Documents to be duly executed so filed, registered or recorded and evidence thereof delivered by such Subsidiary within thirty to the Administrative Agent, (30E) Business Days of deliver (or cause the acquisition or creation appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such Subsidiary under clause (ia) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) Schedule 3.01 if such Subsidiary has any material leased locations, had been a Collateral Access Agreement with respect thereto, Borrower on the Fifth Restatement Effective Date and (ivF) if such Subsidiary owns any real property, a mortgage or deed deliver an opinion of trust in respect of such real property, executed by such Subsidiary counsel in form and substance acceptable satisfactory to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any each new Guarantor; and (ii) current certified copies , the pledge of the Organizational Documents and Operating Documents Equity Securities of such each 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under other matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement5.01(j).

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist As soon as practicable but in any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) 30 Business Days of (or such longer period as the acquisition or creation of a SubsidiaryAdministrative Agent shall agree, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (bin its discretion) in the event of following the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, Administrative Agent each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty as applicable: (30) Business Days of the acquisition or creation of such Subsidiary (ia) a Subsidiary Guaranty, (ii) a security joinder agreement in substantially acceptable to the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, Administrative Agent duly executed by such Subsidiary in form sufficient to cause such Domestic Subsidiary to become a Borrower (or, at Administrative Agent’s discretion, a Guarantor), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and substance acceptable other documents reasonably requested to establish and preserve the Agent; and (c) in the event Lien of the acquisition or creation Administrative Agent in all Collateral of any Subsidiary subject to such Domestic Subsidiary; (i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the following within Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the time periods indicated therein: Administrative Agent for the benefit of the 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 (iii) 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 Administrative Agent, all as necessary to establish and maintain a valid, perfected 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 the Loan Parties and their Subsidiaries (including, without limitation, such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 Domestic Subsidiary) and addressed to the Administrative Agent and the Lenders, in form and substance identical reasonably acceptable to the opinion 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 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and 5.01(a); (iid) current certified copies of the Organizational Documents and Operating 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 Organizational Organization Documents or Operating Documents or by 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 applicable; and (e) with respect to any Domestic Subsidiary to become a Borrower or Guarantor hereunder, within three (3) Business Days prior to becoming a Borrower or Guarantor, 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 of the proposed joinder of a Borrower or Guarantor. (f) No later than the date that is sixty (60) days after the Closing Date (or such later date as Administrative Agent shall agree in its sole discretion), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation Loan Parties shall cause each of the receipt of which will be provided Mexican Subsidiaries to become a “Guarantor” hereunder by Agent delivering to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Administrative Agent a duly executed Counterpart Agreement and Pledge a Mexican Subsidiary Security Agreement, and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates as are reasonably requested by the Administrative Agent in connection therewith.

New Subsidiaries. The Loan Parties shall notBorrowers shall, directly at their own expense promptly, and in any event within twenty (20) Business Days after the formation or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary by any Loan Party (a “New other than an Excluded Subsidiary”) or after any Excluded Subsidiary ceases to be an Excluded Subsidiary (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (B) cause such Subsidiary to be delivered execute and deliver or otherwise become a party to Agentthe Guaranty and to become a party to 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 Administrative Agent for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65Lenders 100% of the outstanding voting stock Equity Securities of such New Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, provided that any Excluded Subsidiary that ceases to be an Excluded Subsidiary shall only be required to become a party to the Security Documents if it is a Direct Foreign Subsidiary; no Default or Event of Default would result therefrom, (bC) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be requested by the event Administrative Agent 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 acquisition United States), (D) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Subsidiary) required by law or creation of any Domestic Subsidiary, cause requested by the Administrative Agent to be delivered filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself the Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Lenders, each of Collateral subject to the following, in each case Security Documents to be duly executed so filed, registered or recorded and evidence thereof delivered by such Subsidiary within thirty to the Administrative Agent, (30E) Business Days of deliver (or cause the acquisition or creation appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such Subsidiary under clause (ia) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) Schedule 3.01 if such Subsidiary has any material leased locations, had been a Collateral Access Agreement with respect thereto, Borrower on the Closing Date and (ivF) if such Subsidiary owns any real property, a mortgage or deed deliver an opinion of trust in respect of such real property, executed by such Subsidiary counsel in form and substance acceptable satisfactory to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any each new Guarantor; and (ii) current certified copies , the pledge of the Organizational Documents and Operating Documents Equity Securities of such each 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under other matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement5.01(i).

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist As soon as practicable but in any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) 30 Business Days of (or such longer period as the acquisition or creation of a SubsidiaryAdministrative Agent shall agree, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (bin its discretion) in the event of following the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, Administrative Agent each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty as applicable: (30) Business Days of the acquisition or creation of such Subsidiary (ia) a Subsidiary Guaranty, (ii) a security joinder agreement in substantially acceptable to the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, Administrative Agent duly executed by such Subsidiary in form sufficient to cause such Domestic Subsidiary to become a Borrower (or, at Administrative Agent’s discretion, a Guarantor), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and substance acceptable other documents reasonably requested to establish and preserve the Agent; and (c) in the event Lien of the acquisition or creation Administrative Agent in all Collateral of any Subsidiary subject to the provisions of clauses (a) or such Domestic Subsidiary; (b) (i) above, cause to be delivered to Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of the Lenders each Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the following within Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the time periods indicated therein: Administrative Agent for the benefit of the 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 (iii) 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 Administrative Agent, all as necessary to establish and maintain a valid, perfected 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 the Loan Parties and their Subsidiaries (including, without limitation, such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 Domestic Subsidiary) and addressed to the Administrative Agent and the Lenders, in form and substance identical reasonably acceptable to the opinion 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 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor5.01(a); and (iid) current certified copies of the Organizational Documents and Operating 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 Organizational Organization Documents or Operating Documents or by 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 applicable; and (e) with respect to any Domestic Subsidiary to become a Borrower or Guarantor hereunder, within three (3) Business Days prior to becoming a Borrower or Guarantor, 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 of the proposed joinder of a Borrower or Guarantor. (f) No later than the date that is sixty (60) days after the Closing Date (or such later date as Administrative Agent shall agree in its sole discretion), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation Loan Parties shall cause each of the receipt of which will be provided Mexican Subsidiaries to become a “Guarantor” hereunder by Agent delivering to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Administrative Agent a duly executed Counterpart Agreement and Pledge a Mexican Subsidiary Security Agreement, and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates as are reasonably requested by the Administrative Agent in connection therewith. 7.13 [Intentionally Omitted].

New Subsidiaries. The Loan Parties shall notBorrower shall, directly at its own expense, promptly, and in any event within ten (10) Banking Days after the formation or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary of Parent or Borrower, (a “New Subsidiary”A) cause notify the Administrative Agent of such event (which notice shall be deemed to be delivered constitute an update to AgentSchedule 4.4), (B) amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders 100% (or 65% in the case of a Foreign Subsidiary) of the Securities of each such Person and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (C) cause each such Domestic Subsidiary to become a party to the appropriate Guaranty, the Security Agreement and each other applicable Security Document in accordance with the terms thereof, (D) if requested by the Administrative Agent (at the direction of the Requisite Lenders) when no Event of Default has occurred and is continuing, cause each such Foreign Subsidiary to execute such security agreements and guaranties as the Administrative Agent may reasonably request and that could not reasonably be expected to have a Pledge Agreement material adverse tax consequence to Parent, Borrower or any of their Subsidiaries, as reasonably determined by Parent, and if requested by the Administrative Agent (at the direction of the Requisite Lenders) when an Event of Default has occurred and is continuing, cause each such Foreign Subsidiary to execute such security agreements and guaranties as the Administrative Agent may reasonably request without regard to any tax effects on Parent, Borrower or any of their Subsidiaries, and, (E) deliver to the Administrative Agent all stock certificates and other instruments constituting Collateral thereby free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable laws of jurisdictions outside of the United States of America), (F) cause each document (including each UCC financing statement or the equivalent thereof and each filing with respect to intellectual property owned by each new Subsidiary) required by law or reasonably requested by the Capital Stock of such New Subsidiary substantially Administrative Agent to be filed, registered or recorded in the form order to create in favor of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each of a valid, legal and perfected first-priority security interest in and lien on the following within Collateral subject to the time periods indicated therein: Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent and (iG) if requested by Administrative Agent, deliver an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical reasonably satisfactory to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date Administrative Agent with respect to any Guarantor; each new Subsidiary and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementSection.

New Subsidiaries. The Loan Parties shall not, directly Contemporaneously with the creation or indirectly, organize, create, acquire, or permit to exist acquisition of any Subsidiary except as permitted by this Section 7.24. The Loan Parties of F.Y.I. after the Closing Date, F.Y.I. shall and shall cause each of its Subsidiaries to: (a) in the event of the acquisition grant or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered granted to the Agent, for the benefit of itself the Agent and the Lenders, each of the followinga perfected, first priority security interest in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition all Capital Stock or creation other ownership interests in or indebtedness of such Subsidiary owned by F.Y.I. or by any Subsidiary of F.Y.I. (ito the extent such Capital Stock or other ownership interests or indebtedness are already not so pledged to the Agent); (b) a cause each such Subsidiary to guarantee the payment and performance of the Obligations by executing and delivering to the Agent an appropriate Guaranty, substantially in the form of the Guaranties delivered by other Subsidiaries of F.Y.I. on or about the Closing Date, and which Guaranty also provides that such Subsidiary agrees to comply with all of the covenants contained in this Agreement applicable to it; and (iic) a security agreement if and to the extent required by Section 5.4, cause each such Subsidiary to execute and AMENDED AND RESTATED CREDIT AGREEMENT - Page 45 52 deliver to the Agent an appropriate Security Agreement, substantially in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect theretoAgreements delivered by other Subsidiaries of F.Y.I. on or before the Closing Date, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable other Security Documents as the Agent may reasonably request to grant the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each Agent and the Lenders, a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the following within the time periods indicated therein: (iAgent) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), all Property of such Subsidiary authorizing (other than immaterial Properties in which the Agent has agreed it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementnot require a Lien).

New Subsidiaries. The Loan Parties As soon as practicable but in any event within 30 Business Days (or such longer period as the Administrative Agent shall notagree, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (ain its discretion) in the event of following the acquisition or creation (by Division or otherwise) of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agentincluding, for the benefit avoidance of itself and the Lendersdoubt, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a any Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary), cause to be delivered to the Agent, for the benefit of itself and the Lenders, Administrative Agent each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty as applicable: (30) Business Days of the acquisition or creation of such Subsidiary (ia) a Subsidiary Guaranty, (ii) a security joinder agreement in substantially acceptable to the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, Administrative Agent duly executed by such Subsidiary in form sufficient to cause such Subsidiary to become a Borrower (or, at Administrative Agent’s discretion, a Guarantor), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and substance acceptable other documents reasonably requested to establish and preserve the Agent; and (c) in the event Lien of the acquisition or creation Administrative Agent in all Collateral of any Subsidiary subject to the provisions of clauses (a) or such Subsidiary; (b) above, cause to be delivered to (i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of the Lenders each Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the following within Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the time periods indicated therein: Administrative Agent for the benefit of the 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 (iii) 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 Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such 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 the Loan Parties and their Subsidiaries (including, without limitation, such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 Subsidiary) and addressed to the Administrative Agent and the Lenders, in form and substance identical reasonably acceptable to the opinion 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 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and 5.01(a); (iid) current certified copies of the Organizational Documents and Operating Organization Documents of each such 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 Organization Documents or Operating Documents or by applicable law, of the shareholders), members or partners) of such Subsidiary Person authorizing it to enter into the agreements required under actions and the execution and delivery of documents described in this Section 7.24 7.12, all certified by the applicable Governmental Authority or appropriate officer, as applicable; and (e) with respect to any Subsidiary to become a Borrower or Guarantor hereunder, within three (3) Business Days prior to becoming a Borrower or Guarantor, all “know-your-customer” and evidence customer due diligence documentation satisfactory to the Lenders to the extent such information is requested by the Administrative Agent (confirmation or the Lenders reasonably promptly after written notice to the Administrative Agent of the receipt proposed joinder of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementa Borrower or Guarantor.

New Subsidiaries. The Loan Parties Borrower shall not, directly only form or indirectly, organize, create, acquire, acquire direct or permit to exist any Subsidiary except indirect Subsidiaries which are in the same business as permitted by this Section 7.24the Borrower. The Loan Parties shall Borrower shall, at its own expense, promptly, and in any event within ten (a10) in Business Days after the event formation or acquisition of any new direct or indirect Subsidiary of the acquisition or creation Borrower after the date hereof (i) notify the Administrative Agent of any Subsidiary such event, (a “New Subsidiary”ii) cause amend the Security Documents as appropriate in light of such event to be delivered pledge to Agent, the Collateral Agent for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65Secured Parties 100% of the outstanding voting stock Equity Securities of such New each Person which becomes a Subsidiary and shall only be execute and deliver all documents or instruments required if it is a Direct Foreign Subsidiary; (b) in thereunder or appropriate to perfect the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreementinterest created thereby, (iii) if such Subsidiary has any material leased locationsdeliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, a Collateral Access Agreement with respect theretoaccompanied by undated stock powers or other instruments of transfer executed in blank, and (iv) if cause each such Person that becomes a direct or indirect Subsidiary owns any real property, after the date hereof to execute a mortgage or deed of trust in respect of such real property, executed by such Subsidiary pledge and security agreement in form and substance acceptable satisfactory to the Administrative Agent; , (vi) cause each document (including each Uniform Commercial Code financing statement and (c) in the event each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the acquisition Borrower after the date hereof) required by law or creation of any Subsidiary subject to reasonably requested by the provisions of clauses (a) or (b) above, cause Administrative Agent to be delivered filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each 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 the following within the time periods indicated therein: such Subsidiary), and (ivi) deliver an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical satisfactory to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date Administrative Agent with respect to any Guarantor; each such Person and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementsection.

New Subsidiaries. The Loan Parties Each Material Subsidiary of Versar that is in existence on, formed or acquired on or after, the Effective Date, shall notbecome a Borrower, directly jointly and severally liable with each other Borrower for the payment in full of the Obligations, and Versar shall cause each such Subsidiary to satisfy each of the following conditions on or indirectlybefore the date on which such Subsidiary is formed or acquired: (i) Such Subsidiary shall execute and deliver to the Bank a joinder agreement on the Bank’s form therefor, organizeand, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of within 30 days after the acquisition or creation of formation, as appropriate, any Subsidiary (a “New Subsidiary”) cause other Loan Documents required by the Bank to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, said Subsidiary. (ii) All legal matters incident to such Subsidiary’s becoming a security agreement in substantially Borrower shall be reasonably satisfactory to counsel for the form of Bank and the Security AgreementSubsidiary shall execute and deliver to the Bank, within 30 days after its acquisition or formation, such additional documents and certificates relating to the Loan as the Bank reasonably may request. (iii) if such Subsidiary has any material leased locationsThe Bank shall have received, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the within 30 days after said acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) aboveformation, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and Subsidiary, addressed to the Agent and LendersBank, covering such matters as the Bank may reasonably request, in form and substance identical reasonably satisfactory to the opinion Bank. (iv) Financing statements in form and substance reasonably satisfactory to the Bank shall have been properly filed in each office where necessary to perfect the security interest of counsel delivered pursuant to Section 8.1(a)(xviiithe Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) hereof on the Closing Date termination statements shall have been filed with respect to any Guarantor; other financing statements covering all or any portion of such Collateral (except with respect to Liens permitted by this Agreement), (B) all Taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary or the Borrower and (iiC) current the Bank shall have received such Lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. (v) Such Subsidiary shall have delivered the following documents to the Bank, each of which shall be certified as of the date on which such Subsidiary is to become a Borrower, by its secretary or representative performing similar functions: copies of evidence of all actions taken by such Subsidiary to authorize the execution and delivery of the applicable Loan Documents; copies of the Organizational Documents articles or certificate of incorporation and Operating Documents bylaws (or the organizational documents for a Borrower that is not a corporation) of such Subsidiary; and a certificate as to the incumbency and signatures of the officers of such Subsidiary executing the Loan Documents. (vi) The Bank shall have received current certificates of good standing and qualification issued by the appropriate state official of the state of formation of such Subsidiary and in each jurisdiction in which it is qualified to do business. (vii) The Bank shall have received, within 30 days after said acquisition or formation, such information and documents the Bank may reasonably request with respect to the Collateral of such Subsidiary. (viii) If required by the Bank, the Bank shall have received, within 30 days after said acquisition or formation, a satisfactory field examination of the Collateral and internal control systems of such Subsidiary performed by a consultant selected by the Bank, and the Borrower shall have reimbursed the Bank for the cost of such consultant. (ix) If reasonably required by the Bank, it shall have received a landlord waiver from each landlord of such Subsidiary, minutes of duly called which shall be in form and conducted meetings (or duly effected consent actions) of the Board of Directors, 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 it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent substance reasonably acceptable to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementBank.

New Subsidiaries. The Loan Parties shall not, directly New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the creation or indirectly, organize, create, acquire, or permit to exist acquisition of any Subsidiary except as permitted by this Section 7.24. The Loan Parties of Borrower (other than a Foreign Subsidiary) Borrower shall, and shall cause each of its Subsidiaries to: (a) in the event of the acquisition grant or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered granted to Administrative Agent, for the benefit of itself the Agents and the Lenders, a Pledge Agreement with respect perfected, first priority security interest in all Capital Stock in such Subsidiary owned by Borrower or its Domestic Subsidiaries (to the extent such Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered is not already so pledged to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; Administrative Agent); (b) in cause each such Subsidiary to Guarantee the event payment and performance of the acquisition or creation of any Domestic Subsidiary, Obligations by executing and delivering to Administrative Agent an appropriate Guaranty; and (c) cause each such Subsidiary to be delivered execute and deliver to the Administrative Agent an appropriate Security Agreement and such other Security Documents as Administrative Agent may reasonably request to grant Administrative Agent, for the benefit of itself the Agents and the Lenders, each of the followinga perfected, in each case to be duly executed and delivered by such Subsidiary within thirty first priority Lien (30except for Permitted Liens, if any) Business Days of the acquisition or creation on all Property of such Subsidiary (i) a Subsidiary in order to secure such Subsidiary's Guaranty, (ii) a security agreement in substantially . Contemporaneously with the form issuance of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation additional Capital Stock of any Subsidiary subject to the provisions of clauses (a) Borrower, Borrower shall, and shall cause each of its Subsidiaries to, grant or (b) above, cause to be delivered granted to Agent Administrative Agent, for the benefit of the Lenders each Agents and the Lenders, a perfected, first priority security interest in all Capital Stock in such Subsidiary owned by Borrower, or any Subsidiary of Borrower (to the extent such Capital Stock are already not so pledged to Administrative Agent). Borrower covenants that none of the following within Capital Stock to be pledged in accordance with this Section 7.3 shall be subject to any transfer ----------- restriction, shareholders agreement, or other restriction except for such restrictions under applicable securities laws and such restrictions, if any, as may be reasonably acceptable to Administrative Agent. Notwithstanding anything to the time periods indicated therein: contrary contained in this Section 7.3, (i) an opinion neither Borrower nor any ----------- Subsidiary of counsel Borrower shall be obligated to such Subsidiary dated as pledge more than 65% of each class of the date issued and outstanding capital stock of the delivery any Foreign Subsidiary that is a direct, wholly-owned Subsidiary of the other documents required Borrower or its Domestic Subsidiaries or to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenderspledge any Capital Stock of any Subsidiary of any such Foreign Subsidiaries, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified copies no Foreign Subsidiary shall be obligated to execute a Guaranty guaranteeing payment or performance of the Organizational Documents Obligations, and Operating Documents of such Subsidiary, minutes of duly called and conducted meetings (iii) no Foreign Subsidiary shall be obligated to execute a Security Agreement securing payment or duly effected consent actions) performance of the Board of DirectorsObligations. In connection with and in addition to the foregoing, or appropriate committees thereof Borrower and its Subsidiaries shall execute and/or deliver such further agreements, documents and instruments (andincluding, if required by such Organizational Documents or Operating Documents or by applicable lawwithout limitation, of the shareholders)stock certificates, of such Subsidiary authorizing stock powers, and financing statements) as Administrative Agent may reasonably request in order for it to enter into obtain and maintain the agreements required under perfected, first priority Liens to be granted in accordance with this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement.7.3. -----------

New Subsidiaries. The Loan Parties shall notBorrowers shall, directly at their own expense promptly, and in any event within twenty (20) Business Days after the formation or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of any Subsidiary by any Loan Party (a “New other than an Excluded Subsidiary”) or after any Excluded Subsidiary ceases to be an Excluded Subsidiary (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(viii)), (B) cause such Subsidiary to be delivered execute and deliver or otherwise become a party to Agentthe Guaranty and to become a party to 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 Administrative Agent for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65Lenders 100% of the outstanding voting stock Equity Securities of such New Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, provided that any Excluded Subsidiary that ceases to be an Excluded Subsidiary shall only be required to become a party to the Security Documents if it is a Direct Foreign Subsidiary; no Default or Event of Default would result therefrom, (bC) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be requested by the event Administrative Agent 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 acquisition United States), (D) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Subsidiary) required by law or creation of any Domestic Subsidiary, cause requested by the Administrative Agent to be delivered filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself the Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Lenders, each of Collateral subject to the following, in each case Security Documents to be duly executed so filed, registered or recorded and evidence thereof delivered by such Subsidiary within thirty to the Administrative Agent, (30E) Business Days of deliver (or cause the acquisition or creation appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such Subsidiary under clause (ia) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) Schedule 3.01 if such Subsidiary has any material leased locations, had been a Collateral Access Agreement with respect thereto, Borrower on the Fourth Restatement Effective Date and (ivF) if such Subsidiary owns any real property, a mortgage or deed deliver an opinion of trust in respect of such real property, executed by such Subsidiary counsel in form and substance acceptable satisfactory to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any each new Guarantor; and (ii) current certified copies , the pledge of the Organizational Documents and Operating Documents Equity Securities of such each 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under other matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement5.01(j).

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation of If any Subsidiary is formed or acquired after the Effective Date the Borrower will within 10 Business Days after such Subsidiary is formed or acquired (a “New Subsidiary”a) cause to be delivered to Agent, for notify the benefit of itself Administrative Agent and the LendersLenders in writing thereof, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) execute and deliver the Guarantee Agreement, and cause such Subsidiary to become a party to the Guarantee Agreement and the Security Agreement in the event manner provided therein, (c) if any shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of the acquisition Borrower or creation of any Domestic other Subsidiary, cause such shares and promissory notes evidencing such Indebtedness to be delivered pledged pursuant to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (ivd) if promptly take such Subsidiary owns any real property, a mortgage actions to create and perfect the Liens created or deed of trust in respect of intended to be created by the Loan Documents on such real property, executed by such Subsidiary in form and substance acceptable to Subsidiary's assets as the Agent; and (c) in Administrative Agent or the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or Required Lenders shall reasonably request. (b) aboveThe Borrower will, and will cause to each Guarantor to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to under any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Agreement or the validity or priority of any such Lien, all at the expense of the shareholders)Obligors. The Borrower also agrees to provide to the Administrative Agent, of such Subsidiary authorizing it from time to enter into the agreements required under this Section 7.24 and time upon request, evidence reasonably satisfactory to the Administrative Agent (confirmation as to the perfection and priority of the receipt of which will Liens created or intended to be provided created by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement. Credit Agreement and Pledge Agreement.----------------

New Subsidiaries. The Loan Parties shall notPromptly, directly and in any event within 10 Business Days, of (i) the formation or indirectlyacquisition of a new Subsidiary of the Borrower (other than an Inactive Subsidiary), organize, create, acquire(ii) the date a Subsidiary ceases to be an Inactive Subsidiary, or permit to exist (iii) the date on which any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition Borrower that has not executed and delivered a Pledge and Security Agreement acquires any stock of or creation other equity, ownership or profit interest in, or debt or liability of or other claim against, any Subsidiary other Subsidiary, (a “New Subsidiary”A) notify the Agent of such event; (B) amend Schedule A of the relevant Pledge and Security Agreement as appropriate in light of such event; (C) cause such Subsidiary to be delivered to Agent, for the benefit of itself execute and the Lenders, deliver a Pledge and Security Agreement with respect to the Capital Stock of such New Subsidiary in substantially in the form of Exhibit C-3 and all financing statements and other documents required thereunder or appropriate to perfect the Pledge Agreement security interest created thereby; (D) deliver to the Agent all stock certificates and other instruments added to the Collateral thereby, accompanied by an undated stock power or transfer document executed in blank; and delivered (E) cause such Subsidiary to Agent on the Closing Date within thirty (30) Business Days deliver an executed counterpart of the acquisition or creation of Guaranty and deliver to the Agent a Guarantor Confirmation setting forth the Guarantor Liability Limit as to such Subsidiary, provided, that if such New upon any Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock Borrower or the Borrower receiving any note or similar instrument issued by the Borrower or any of its Subsidiaries, the Borrower shall cause such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in note or similar instrument, indorsed to the event of the acquisition or creation of any Domestic SubsidiaryAgent, cause to be delivered to the Agent, for Agent by the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable respective payee pursuant to the Agent; respective Pledge and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementtake such other action in connection therewith as reasonably requested by the Agent.

New Subsidiaries. The Loan Parties Each Subsidiary of Versar that is in existence on, formed or acquired on or after, the Effective Date, shall notbecome a Borrower, directly jointly and severally liable with each other Borrower for the payment in full of the Obligations, and Versar shall cause each such Subsidiary to satisfy each of the following conditions on or indirectlybefore the date on which such Subsidiary is formed or acquired: (i) Such Subsidiary shall execute and deliver to the Bank a joinder agreement on the Bank's form therefor, organizeand, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of within 30 days after the acquisition or creation of formation, as appropriate, any Subsidiary (a “New Subsidiary”) cause other Loan Documents required by the Bank to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, said Subsidiary. (ii) All legal matters incident to such Subsidiary's becoming a security agreement in substantially Borrower shall be reasonably satisfactory to counsel for the form of Bank and the Security AgreementSubsidiary shall execute and deliver to the Bank, within 30 days after its acquisition or formation, such additional documents and certificates relating to the Loan as the Bank reasonably may request. (iii) if such Subsidiary has any material leased locationsThe Bank shall have received, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the within 30 days after said acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) aboveformation, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and Subsidiary, addressed to the Agent and LendersBank, covering such matters as the Bank may reasonably request, in form and substance identical reasonably satisfactory to the opinion Bank. (iv) Financing statements in form and substance reasonably satisfactory to the Bank shall have been properly filed in each office where necessary to perfect the security interest of counsel delivered pursuant to Section 8.1(a)(xviiithe Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) hereof on the Closing Date termination statements shall have been filed with respect to any Guarantorother financing statements covering all or any portion of such Collateral (except with respect to Liens permitted by this Agreement), (B) all Taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary or the Borrower and (C) the Bank shall have received such Lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. (v) Such Subsidiary shall have delivered the following documents to the Bank, each of which shall be certified as of the date on which such Subsidiary is to become a Borrower, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by such Subsidiary to authorize the execution and delivery of the applicable Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or the organizational documents for a Borrower that is not a corporation) of such Subsidiary; and (ii3) current certified copies a certificate as to the incumbency and signatures of the Organizational Documents officers of such Subsidiary executing the Loan Documents. (vi) The Bank shall have received current certificates of good standing and Operating Documents qualification issued by the appropriate state official of the state of formation of such Subsidiary and in each jurisdiction in which it is qualified to do business. (vii) The Bank shall have received, within 30 days after said acquisition or formation, such information and documents the Bank may reasonably request with respect to the Collateral of such Subsidiary. (viii) If required by the Bank, the Bank shall have received, within 30 days after said acquisition or formation, a satisfactory field examination of the Collateral and internal control systems of such Subsidiary performed by a consultant selected by the Bank, and the Borrower shall have reimbursed the Bank for the cost of such consultant. (ix) If reasonably required by the Bank, it shall have received a landlord waiver from each landlord of such Subsidiary, minutes of duly called which shall be in form and conducted meetings (or duly effected consent actions) of the Board of Directors, 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 it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent substance reasonably acceptable to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementBank.

New Subsidiaries. The Loan Parties shall notEach Borrower shall, directly or indirectly, organize, create, acquire, or permit at its own expense prior to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of the acquisition or creation designation of any direct or indirect Restricted Subsidiary of such Borrower after the date hereof (a “New Subsidiary”i) cause notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to be delivered pledge the Equity Securities of such Person to Agent, the Administrative Agent for the benefit of itself and the LendersLenders and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) promptly upon obtaining the approval of any necessary Governmental Authority, deliver to the 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 Pledge Agreement direct or indirect Restricted Subsidiary of such Borrower after the date hereof to become a Guarantor pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each Person that becomes a direct or indirect Restricted Subsidiary after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, and (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each Person that becomes a direct or indirect Subsidiary of any Borrower after the Capital Stock of such New Subsidiary substantially date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in the form order to create in favor of the Pledge Agreement executed and delivered to Administrative Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the LendersLenders a valid, each of legal and perfected first-priority security interest in and lien on the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent; PROVIDED, HOWEVER, that in the case of any Restricted Subsidiary which is the holder of a Gaming License, Argosy shall use its best efforts to cause all necessary Governmental Authorities to consent to the pledge of the Equity Securities of such Restricted Subsidiary to the Administrative Agent for the benefit of itself and the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent soon as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementreasonably practicable.

New Subsidiaries. The Loan Parties Borrower shall not, directly only form or indirectly, organize, create, acquire, acquire direct or permit to exist any Subsidiary except indirect Subsidiaries which are in the same business as permitted by this Section 7.24the Borrower. The Loan Parties shall Borrower shall, at its own expense, promptly, and in any event within ten (a10) in Business Days after the event formation or acquisition of any new direct or indirect Subsidiary of the acquisition or creation Borrower after the date hereof (i) notify the Administrative Agent of any Subsidiary such event, (a “New Subsidiary”ii) cause amend the Security Documents as appropriate in light of such event to be delivered pledge to Agent, the Collateral Agent for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65Secured Parties 100% of the outstanding voting stock Equity Securities of such New each Person which becomes a Subsidiary and shall only be execute and deliver all documents or instruments required if it is a Direct Foreign Subsidiary; (b) in thereunder or appropriate to perfect the event of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreementinterest created thereby, (iii) if such Subsidiary has any material leased locationsdeliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, a Collateral Access Agreement with respect theretoaccompanied by undated stock powers or other instruments of transfer executed in blank, and (iv) if cause each such Person that becomes a direct or indirect Subsidiary owns any real property, after the date hereof to execute a mortgage or deed of trust in respect of such real property, executed by such Subsidiary pledge and security agreement in form and substance acceptable satisfactory to the Administrative Agent; , (v) cause each document (including each Uniform Commercial Code financing statement and (c) in the event each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the acquisition Borrower after the date hereof) required by law or creation of any Subsidiary subject to reasonably requested by the provisions of clauses (a) or (b) above, cause Administrative Agent to be delivered filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders each 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 the following within the time periods indicated therein: such Subsidiary), and (ivi) deliver an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical satisfactory to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date Administrative Agent with respect to any Guarantor; each such Person and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under matters set forth in this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementsection.

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) Promptly, and in the any event of the acquisition or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered to Agentwithin 15 Business Days, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of after the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: following: (i) a Guaranty executed by such Domestic Subsidiary substantially in the form of Exhibit I; (ii) a Security Agreement executed by such Domestic Subsidiary substantially in the form of Exhibit J, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the 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 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 Collateral conferred by such Domestic Subsidiary under such Security Agreement to the extent such Lien may be perfected by Uniform Commercial Code filing; (iii) the Pledged Interests of such Domestic Subsidiary, which is issued or existing and outstanding, together with duly executed stock powers or powers of assignment in blank affixed thereto or registrar's pledge certificate and control agreement, as applicable, and an executed Pledge Agreement Supplement pledging 100% of the capital stock or equity or other ownership interest of such newly acquired or created Domestic Subsidiary; (iv) 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 the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral); (v) an Intercompany Note Pledge Agreement and a Subordination Agreement executed by such Domestic Subsidiary; (vi) if applicable, an IPSA Supplement and an Intellectual Property Assignment; (vii) if requested by the Agent or the Required Lenders, an opinion of counsel to such Domestic Subsidiary and the Subsidiary executing the Pledge Agreement Supplement referred to in (iii) above dated as of the date of the delivery of the Guaranty referred to in (i) above, the Subordination Agreement referred in (v) above, and other documents required to be delivered pursuant to Loan Documents provided for in this Section 7.24 8.19 and addressed to the Agent and the Lenders, in form and substance identical reasonably acceptable to the opinion Agent and substantively similar to the opinions of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on 6.1(a), rendered with respect to the Subsidiaries as of the Closing Date with respect to any Guarantor; and (ii) current certified copies the Collateral in which they grant the Agent a Lien for the benefit of the Organizational Documents itself and Operating Documents 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement.; and

New Subsidiaries. The Loan Parties shall not, directly New Issuances of Capital Stock. Contemporaneously with the creation or indirectly, organize, create, acquire, or permit to exist acquisition of any Subsidiary except of Parent, Parent shall, and shall cause each of its Subsidiaries (as permitted by this Section 7.24. The Loan Parties shall applicable) to: (a) in the event of the acquisition grant or creation of any Subsidiary (a “New Subsidiary”) cause to be delivered granted to Agent, for the benefit of itself Agent and the Lenders, a Pledge Agreement with respect to perfected, first priority security interest in all of the Capital Stock of such New a Domestic Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock Capital Stock of any Foreign Subsidiary directly owned by Parent or any Domestic Subsidiary (to the extent such New Subsidiary and shall only be required if it Capital Stock is a Direct Foreign Subsidiary; not already so pledged to Agent); (b) cause each such Subsidiary (excluding any Immaterial Subsidiary and any Foreign Subsidiary, except as provided in Section 7.6) to Guarantee the event payment and performance of the acquisition or creation of Obligations by executing and delivering to Agent an appropriate Guaranty; and (c) cause each such Subsidiary (excluding any Domestic Immaterial Subsidiary and any Foreign Subsidiary, cause except as provided in Section 7.6) to be delivered execute and deliver to the Agent an appropriate Security Agreement and such other Security Documents as Agent may request to grant Agent, for the benefit of itself Agent and the Lenders, each a perfected, first priority Lien (except for Permitted Liens, if any) on all Property of the following, in each case such Subsidiary which is required to be duly executed pledged as Collateral under the terms of this Agreement. Contemporaneously with the issuance of any additional Capital Stock of any Subsidiary of Parent, Parent shall, and delivered by shall cause each other Loan Party and other appropriate Persons (as applicable) to, grant or cause to be granted to Agent, for the benefit of Agent and the Lenders, a perfected, first priority security interest in such Subsidiary within thirty (30) Business Days of the acquisition or creation Capital Stock of such Subsidiary (to the extent any of such Capital Stock is already not so pledged to Agent, limited as follows: (x) in the case of any Foreign Subsidiaries directly owned by Parent or a Domestic Subsidiary to an aggregate amount of sixty-five percent (65%) of the Capital Stock of each such Foreign Subsidiary or, if an Event of Default exists, as provided in Section 7.6, (y) in the case of Foreign Subsidiaries, other than Foreign Subsidiaries directly owned by Parent or a Domestic Subsidiary, if an Event of Default exists, as provided in Section 7.6). Each of Parent and Borrower covenants that none of the Capital Stock to be pledged in accordance with this Section 7.3 shall be subject to any transfer restriction, shareholders' agreement, or other restriction except for such restrictions under applicable securities laws and such restrictions, if any, as may be acceptable to Agent. Notwithstanding anything to the contrary contained in this Section 7.3 (but subject to Section 7.6), (i) neither Parent nor any Subsidiary of Parent shall be obligated to pledge more than 65% of each class of the issued and outstanding Capital Stock of any Foreign Subsidiary that is a direct, wholly-owned Subsidiary Guarantyof Parent or a Domestic Subsidiary or to pledge any Capital Stock of any Subsidiary of any such Foreign Subsidiaries, (ii) no Foreign Subsidiary shall be obligated to execute a security agreement in substantially the form Guaranty guaranteeing payment or performance of the Security AgreementObligations, and (iii) if no Foreign Subsidiary shall be obligated to execute a Security Agreement or any other Security Document securing payment or performance of the Obligations. In connection with and in addition to the foregoing, Parent and its Domestic Subsidiaries shall execute and/or deliver such Subsidiary has any material leased locationsfurther agreements, a Collateral Access Agreement with respect theretodocuments, and instruments (ivincluding, without limitation, stock certificates, stock powers, and financing statements) if such Subsidiary owns any real propertyas Agent may request in order for it to obtain and maintain the perfected, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause first priority Liens to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to granted in accordance with this Section 7.24 and addressed to the Agent and Lenders, in form and substance identical to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreement7.3.

New Subsidiaries. The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist As soon as practicable but in any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall (a) in the event of within 30 days following the acquisition or creation of any Subsidiary (a “New Subsidiary”by Division or otherwise) cause to be delivered to Agent, for the benefit of itself and the Lenders, a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; (b) in the event of the acquisition or creation of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, Administrative Agent each of the following, in each case as applicable: (a) a joinder agreement reasonably acceptable to be the Required Lenders duly executed and delivered by such Domestic Subsidiary within thirty (30) Business Days sufficient to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and other documents necessary or reasonably requested to establish and preserve the Lien of the acquisition or creation Administrative Agent in all Collateral of such Subsidiary Domestic Subsidiary; (i) a Subsidiary Guaranty, (ii) a security agreement in substantially Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Administrative Agent for the benefit of the Lenders each Secured Parties as “Secured Party,” in form, substance and number sufficient to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the following within Administrative Agent for the time periods indicated therein: benefit of the 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 (iand the Borrower Agent shall file or cause to be filed such financing statements), 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 necessary or reasonably required by the Administrative Agent or the Required Lenders all as necessary to establish and maintain a valid, perfected 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 Required Lenders, an opinion of counsel to each such Domestic Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Administrative Agent and the Lenders, in form and substance identical reasonably acceptable to the opinion Administrative Agent and 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 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and 5.01(a); (iid) current certified copies of the Organizational Documents and Operating 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 Organizational Organization Documents or Operating Documents or by 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 Required Lenders 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 Required Lenders), 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 Subsidiary authorizing it information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to enter into the agreements required under this Section 7.24 and evidence satisfactory to Administrative Agent (confirmation of the receipt proposed joinder of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge Agreementa Borrower.

New Subsidiaries. The Loan Parties Borrower shall notcause, directly at its sole cost and ---------------- expense, each new Subsidiary of the Borrower created or indirectlyacquired on or after the date hereof, organizepromptly upon such creation or acquisition, createto execute and deliver to the Lender the following agreements and documents, acquire, or permit which agreements and documents shall be in form and substance reasonably satisfactory to exist any Subsidiary except as permitted by this Section 7.24. The Loan Parties shall the Lender: (a) in a joinder and assumption agreement, pursuant to which, such new Subsidiary shall be become a party to the event of the acquisition or creation of any Subsidiary (Guaranty as a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself guarantor thereunder and the Lenders, Subsidiary Security Agreement and as a Pledge Agreement with respect to the Capital Stock of such New Subsidiary substantially in the form of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiarydebtor thereunder; (b) any and all UCC financing statements which the Lender deems necessary and appropriate in the event order to perfect its first priority perfected security interests in all of the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Agent, for the benefit of itself and the Lenders, each of the following, in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation assets of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locations, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the AgentSubsidiary; and (c) in such other agreements, documents, financing statements, instruments, opinions and certificates and completion of such other matters, as the event of Lender may reasonably deem necessary or appropriate. Promptly upon the creation or acquisition or creation of any Subsidiary subject created or acquired after the date hereof, the Borrower shall cause, at its sole cost and expense, all of the issued and outstanding shares of Capital Stock, membership interests and other equity interests of each such Subsidiary to be pledged to the provisions of clauses (a) or (b) aboveLender so that the Lender has a first priority perfected security interest in all such shares, cause to membership interests and other equity interests. Such pledge shall be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an opinion of counsel to such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Agent and Lenders, a pledge agreement in a form and substance identical reasonably satisfactory to the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (ii) current certified 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 appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders), of such Subsidiary authorizing it to enter into the agreements required under this Section 7.24 and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as of such date after giving effect to such Guaranty, Security Agreement and Pledge AgreementLender.

New Subsidiaries. The Loan Parties shall notNo Obligated Party shall, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except of such Obligated Party or of Holdings, in each case, other than those listed on Schedule 6.5 (as permitted such Schedule may be amended by this Section 7.24. The Loan Parties shall delivery to the Agent from time to time of a revised schedule to reflect the organization, creation, acquisition, or existence of Subsidiaries in connection with Unrestricted Mergers and Acquisitions) and unless, within 15 days after the organization, creation, or acquisition of any such Subsidiary, the Obligated Parties, at the Obligated Parties’ expense: (a) in furnish to the event Agent and each Lender such information regarding the real and personal property of the acquisition or creation of any such Subsidiary (a “New Subsidiary”) cause and to be delivered the extent not previously provided to Agent, for the benefit of itself Agent and the Lenders, a Pledge Agreement with respect to the Capital Stock of each direct and indirect parent of such New Subsidiary) as would have been required under the Loan Documents had such Subsidiary substantially in the form existed as of the Pledge Agreement executed and delivered to Agent on the Closing Date within thirty (30) Business Days of the acquisition or creation of a Subsidiary, provided, that if such New Subsidiary is a Foreign Subsidiary, such pledge of Capital Stock shall be limited to 65% of the outstanding voting stock of such New Subsidiary and shall only be required if it is a Direct Foreign Subsidiary; Date; (b) in cause such Subsidiary to become a party to this Agreement and the event other Loan Documents as an Obligated Party and to guaranty the payment and performance of the acquisition or creation Obligations in a manner and pursuant to documentation reasonably satisfactory to the Agent (including the execution and delivery of any Domestic Subsidiarysuch documents, instruments, agreements, and certificates as the Agent may reasonably require); (c) cause such Subsidiary to be delivered take such other actions as the Agent may reasonably require to evidence and perfect a first-priority Lien in favor of the Agent on all assets of such Person, subject only to Permitted Liens (including the preparation and filing of Uniform Commercial Code financing statements and delivery of all pledged equity interests in and of such Person, and other instruments of the type specified in Section 15 of the Security Agreement), securing payment of all the Obligations under the Loan Documents; in each case in a manner and pursuant to documentation reasonably satisfactory to the Agent (including the execution and delivery of such documents, instruments, and agreements as the Agent may reasonably require); (d) deliver to the Agent, for upon the benefit of itself and the Lenders, each request of the following, Agent in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Subsidiary Guaranty, (ii) a security agreement in substantially the form of the Security Agreement, (iii) if such Subsidiary has any material leased locationsits sole discretion, a Collateral Access Agreement with respect thereto, and (iv) if such Subsidiary owns any real property, signed copy of a mortgage or deed of trust in respect of such real property, executed by such Subsidiary in form and substance acceptable to the Agent; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to Agent for the benefit of the Lenders each of the following within the time periods indicated therein: (i) an favorable opinion of counsel to for the Obligated Parties and each such Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and Subsidiary, addressed to the Agent and the Lenders and addressing such matters as the Agent may reasonably request; and (e) upon request of the Agent, execute and deliver any and all further instruments and documents and take all such other action as the Agent may reasonably deem necessary or desirable in obtaining the full benefits of all such guaranties, security agreement supplements and other security and pledge agreements, or in perfecting and preserving the Agent’s Liens, as applicable. For the avoidance of doubt, no Accounts, Inventory, or other property of any Person joining this Agreement pursuant to this Section 7.20 may be included in the Borrowing Base without the prior written consent of the Agent, the Lenders, the Letter of Credit Issuer, and the Bank, such consent to be given or withheld in form each such Person’s sole discretion, and substance identical to which consent may be conditioned upon, among other things, the opinion of counsel delivered pursuant to Section 8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; execution and (ii) current certified copies of the Organizational Documents and Operating Documents delivery of such Subsidiarydocuments, minutes of duly called instruments, and conducted meetings (or duly effected consent actions) of agreements as the Board of Directors, 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 it to enter into the agreements required under this Section 7.24 Agent may require and evidence satisfactory to Agent (confirmation of the receipt of which will be provided by Agent to the Lenders) that such Subsidiary is Solvent as satisfactory appraisals, audits and field examinations of such date after giving effect to such GuarantyAccounts, Security Agreement Inventory, and Pledge Agreementother property.