Common use of New Subsidiaries Clause in Contracts

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

New Subsidiaries. With respect to (i) Within thirty (30) Business Days of the formation of any new Subsidiary (other than an Unrestricted Restricted Subsidiary, an Excluded Foreign acquisition of a Restricted Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of at any time a Subsidiary that is becomes a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that or ceases to be an Unrestricted Excluded Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Parent Borrower will, and will cause each shall notify Agent of its Restricted Subsidiaries tosuch event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) to become a party to the Guarantee Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Borrower” hereunder) and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest supplemental Guaranty in the Collateral described in the Guarantee form attached hereto as Exhibit G, and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiarysecurity documents, which certificate shall be together with appropriate financing statements, reasonably requested by Agent, all in the form and substance reasonably satisfactory to the Administrative Agent, and (ivii) if provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by the Administrative Agent, deliver to the Administrative Agent legal one or more opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the Administrative Agentapplicable documentation referred to above. Upon execution and delivery of the Joinder 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 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. (ii) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Agent or (B) is Excluded Property or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.

New Subsidiaries. With respect to The Borrower shall, at its own expense, promptly, and in any new Subsidiary event within ten (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary10) created or acquired (including, without limitation, upon Business Days after the creation formation or acquisition of any new direct or indirect Subsidiary that is a Division Successor) of the Borrower after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly date hereof (i) execute and deliver to notify the Administrative Agent of such amendments event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, Parties 100% of the Equity Securities of each Person which becomes a perfected first priority Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicablecreated thereby, (iiiii) deliver to the Administrative Collateral Agent all stock certificates and other instruments added to the certificates representing such Capital StockCollateral thereby free and clear of all Liens, together with accompanied by undated stock powers, powers or other instruments of transfer executed in blank, executed and delivered by (iv) cause each Person that becomes a duly authorized officer direct or indirect Subsidiary of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) after the date hereof to become a party guarantee the Obligations pursuant to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest documentation which is in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, (v) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be security agreement in customary form and substance, and from counsel, reasonably substance satisfactory to the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this section.

New Subsidiaries. With respect to (i) Within thirty (30) Business Days of the formation of any new Subsidiary (other than an Unrestricted Restricted Subsidiary, an Excluded Foreign acquisition of a Restricted Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of at any time a Subsidiary that is becomes a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that or ceases to be an Unrestricted Excluded Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Lead Borrower will, and will cause each shall notify Agent of its Restricted Subsidiaries tosuch event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) to become a party to the Guarantee Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest supplemental Guaranty in the Collateral described in the Guarantee form attached hereto as Exhibit G, and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiarysecurity documents, which certificate shall be together with appropriate financing statements, reasonably requested by Agent, all in the form and substance reasonably satisfactory to Agent, (ii) 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 Administrative U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iviii) if provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by the Administrative Agent, deliver to the Administrative Agent legal one or more opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the Administrative Agentapplicable documentation referred to above. Upon execution and delivery of the Joinder 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 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. (ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the creation or acquisition of any Subsidiary that is of Borrower (other than a Division SuccessorForeign Subsidiary) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower willshall, and will shall cause each of its Restricted Subsidiaries to, promptly : (ia) execute and deliver grant or cause to the Administrative Agent such amendments be granted to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured PartiesAgents and the Lenders, a perfected perfected, first priority security interest in the all Capital Stock of in such new Subsidiary that is owned by the Borrower or any its Domestic Subsidiaries (to the extent such Capital Stock is not already so pledged to Administrative Agent); (b) cause each such Subsidiary to Guarantee the payment and performance of its Restricted Subsidiaries, as applicable, the Obligations by executing and delivering to Administrative Agent an appropriate Guaranty; and (iic) cause each such Subsidiary to execute and deliver to the Administrative Agent the certificates representing an appropriate Security Agreement and such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, other Security Documents as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions Administrative Agent may reasonably necessary request to grant to the Administrative Agent, for the benefit of the Secured PartiesAgents and the Lenders, a perfected perfected, first priority Lien (except for Permitted Liens, if any) on all Property of such Subsidiary in order to secure such Subsidiary's Guaranty. Contemporaneously with the issuance of any additional Capital Stock of any Subsidiary of Borrower, Borrower shall, and shall cause each of its Subsidiaries to, grant or cause to be granted to Administrative Agent, for the benefit of the 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 Collateral described extent such Capital Stock are already not so pledged to Administrative Agent). 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 reasonably acceptable to Administrative Agent. Notwithstanding anything to the Guarantee contrary contained in this Section 7.3, (i) neither Borrower nor any ----------- Subsidiary of Borrower shall be obligated to pledge more than 65% of each class of the issued and Collateral outstanding capital stock of any Foreign Subsidiary that is a direct, wholly-owned Subsidiary of Borrower or its Domestic Subsidiaries or to pledge any Capital Stock of any Subsidiary of any such Foreign Subsidiaries, (ii) no Foreign Subsidiary shall be obligated to execute a Guaranty guaranteeing payment or performance of the Obligations, and (iii) no Foreign Subsidiary shall be obligated to execute a Security Agreement securing payment or performance of the Obligations. In connection with respect and in addition to the foregoing, Borrower and its Subsidiaries shall execute and/or deliver such new Restricted Subsidiary further agreements, documents and instruments (but no security interest shall including, without limitation, stock certificates, stock powers, and financing statements) as Administrative Agent may reasonably request in order for it to obtain and maintain the perfected, first priority Liens to be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.accordance with this Section 7.3. -----------

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the creation or acquisition of any Subsidiary that is a Division Successor) of the Borrower after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary)Closing Date, the Borrower willshall, and will shall cause each of its Restricted Subsidiaries to, promptly : (ia) execute and deliver grant or cause to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant be granted to the Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, a perfected perfected, first priority security interest in the Capital Stock all capital stock or other ownership interests in or indebtedness of such new Subsidiary that is owned by the Borrower or any Subsidiary of its Restricted Subsidiaries, as applicable, the Borrower (ii) deliver to the extent such capital stock or other ownership interests or indebtedness are already not so pledged to the Administrative Agent and the certificates representing creation of a Lien thereon is not prohibited by Applicable Law); and (b) cause each such Capital Stock, together Subsidiary to guarantee the payment and performance of the Obligations by executing and delivering to the Administrative Agent an appropriate Guaranty. Contemporaneously with undated the issuance of any additional capital stock powers, in blank, executed and delivered by a duly authorized officer of any of the Subsidiaries of the Borrower or any after the Closing Date, the Borrower shall, and shall cause each of its Restricted Subsidiaries, Subsidiaries and other appropriate Persons (as applicable) to, (iii) grant or cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant be granted to the Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, a perfected perfected, first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements all capital stock or other ownership interests in such jurisdictions as reasonably may be required Subsidiary owned by any shareholder of any Subsidiary of the Guarantee and Collateral Agreement Borrower, the Borrower or by law or as reasonably may be requested by any Subsidiary of the Administrative Agent and Borrower (C) to deliver to the Administrative Agent a closing certificate of extent such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory capital stock or other ownership interests are already not so pledged to the Administrative Agent, and (iv) if requested by ). The Borrower covenants that none of the Administrative Agent, deliver capital stock to the Administrative Agent legal opinions relating to the matters described above, which opinions be pledged in accordance with this Section 7.3 shall be in customary form subject to any transfer restriction, ----------- shareholders' agreement or other restriction except for such restrictions under Applicable Laws and substancesuch restrictions, and from counselif any, as may be reasonably satisfactory acceptable to the Administrative Agent.. In connection with and in addition to the foregoing, the Borrower and its Subsidiaries shall execute and/or deliver such further agreements, documents and instruments (including, without limitation, the LHO Loan notes, stock certificates, stock powers, endorsements, collateral assignments, and financing statements) as the Administrative Agent may reasonably request in order for it to obtain and maintain the perfected, first priority Liens to be granted in accordance with this Section 7.3. -----------

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

New Subsidiaries. With respect to (a) Within thirty (30) Business Days of the formation of any new Subsidiary (other than an Unrestricted Restricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign the designation of a Designated Guarantor or at any time a Subsidiary or an Immaterial becomes a Restricted Subsidiary), the Borrower will, and will cause each Borrowers shall notify Agent of its Restricted Subsidiaries tosuch event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) to become a party to the Guarantee Joinder Agreement (which Joinder Agreement will specify whether such new Credit Party will be a “Borrower” hereunder) and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest supplemental Guaranty in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real propertyform attached hereto as Exhibit 1.1(a), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiarysecurity documents related to personalty, which certificate shall be together with appropriate financing statements, reasonably requested by Agent, all in the form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a U.S. Credit Party or a Canadian Credit Party, cause such Credit Party to provide to Agent a supplement to the Administrative U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (or, in the case of a Foreign Subsidiary (other than a Foreign Subsidiary of a Credit Party organized under the laws of Canada (or any province or territory thereof) that is not a Specified Entity), sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Property or Excluded Principal Property), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the Code or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iviii) if provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by the Administrative Agent, deliver to the Administrative Agent legal one or more opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the Administrative Agentapplicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Credit Party hereunder with the same force and effect as if originally named as a Credit Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Credit Party hereunder. For the avoidance of doubt and notwithstanding anything herein or in any other Loan Document to the contrary, no Excluded Subsidiary (other than a Designated Guarantor) shall execute a Guaranty or any Collateral Document in respect of, or otherwise guaranty or grant any Lien to secure, any Obligation of a U.S. Borrower or other U.S. Credit Party or of any “United States person” as defined in section 7701(a)(30) of the IRC. (b) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any Capital Stock or other property held by it if such action (A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the legal capacity of Borrowers or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer, (C) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Agent or (D) is Excluded Property or Excluded Principal Property or otherwise would not be required with respect to the Collateral owned by a Credit Party pursuant to the terms of the Collateral Documents.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in n any real propertyproperty that does not constitute Material Real Property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

New Subsidiaries. With respect to (a) Within thirty (30) Business Days of the formation of any new Subsidiary (other than an Unrestricted Restricted Subsidiary, an Excluded Foreign acquisition of a Restricted Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of at any time a Subsidiary that is becomes a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each Borrowers shall notify Agent of its Restricted Subsidiaries tosuch event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) to become a party to the Guarantee Joinder Agreement (which Joinder Agreement will specify whether such new Credit Party will be a “Borrower” hereunder) and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest supplemental Guaranty in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real propertyform attached hereto as Exhibit 1.1(a), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiarysecurity documents related to personalty, which certificate shall be together with appropriate financing statements, reasonably requested by Agent, all in the form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a U.S. Credit Party or a Canadian Credit Party, cause such Credit Party to provide to Agent a supplement to the Administrative U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (or, in the case of a Foreign Subsidiary (other than a Foreign Subsidiary of a Credit Party organized under the laws of Canada (or any province or territory thereof) that is not a Specified Entity), sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Property or Excluded Principal Property), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the Code or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iviii) if provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by the Administrative Agent, deliver to the Administrative Agent legal one or more opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the Administrative Agentapplicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Credit Party hereunder with the same force and effect as if originally named as a Credit Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Credit Party hereunder. For the avoidance of doubt and notwithstanding anything herein or in any other Loan Document to the contrary, no Excluded Subsidiary shall execute a Guaranty or any Collateral Document in respect of, or otherwise guaranty or grant any Lien to secure, any Obligation of a U.S. Borrower or other U.S. Credit Party or of any “United States person” as defined in section 7701(a)(30) of the IRC. (b) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any Capital Stock or other property held by it if such action (A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the legal capacity of Borrowers or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer, (C) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Agent or (D) is Excluded Property or Excluded Principal Property or otherwise would not be required with respect to the Collateral owned by a Credit Party pursuant to the terms of the Collateral Documents.

New Subsidiaries. With respect to If any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary Borrower or an Immaterial Subsidiary) created Guarantor shall form or acquired (including, without limitation, upon the creation or acquisition of acquire any Subsidiary that is a Division Successor) on or after the Effective Date by the date hereof, (a) such Borrower or Guarantor shall promptly cause any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted such Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments Agent, in form and substance satisfactory to the Guarantee Agent, (i) an absolute and Collateral Agreement as the Administrative Agent reasonably deems necessary unconditional guarantee of payment of any and all present and future Obligations, (ii) a security agreement granting to grant to the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a perfected first priority security interest in and lien on all of the Capital Stock assets of such new Subsidiary that is owned (except as otherwise consented to by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicablewriting), (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of related Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and Financing Statements (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agentand/or other similar lien registrations), and (iv) if requested by the Administrative such other agreements, documents and instruments as Agent may require, including, but not limited to, supplements and amendments hereto and other loan agreements or instruments evidencing indebtedness of such new Subsidiary to Agent and Lenders, and (b) promptly upon Agent’s request (i) such Borrower or Guarantor shall execute and deliver to Agent in form and substance satisfactory to Agent, a pledge and security agreement granting to Agent, for the ratable benefit of Lenders, a pledge of and lien on all of the issued and outstanding shares of Capital Stock of such Subsidiary, and (ii) such Borrower or Guarantor shall deliver to Agent the Administrative Agent legal opinions relating original stock certificates evidencing such shares of Capital Stock (or such other evidence as may be issued in the case of a partnership or limited liability company) together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a partnership or limited liability company); provided, that, (x) any Subsidiary of any Borrower or Guarantor that is not incorporated or formed under the United States of America or a political subdivision thereof shall not be required to guaranty or pledge its assets to secure any Obligations other than the matters described aboveObligations of the UK Borrowers and UK Guarantors and (y) to secure the Obligations of US Borrowers and US Guarantors, which opinions the pledge of shares of Capital Stock of any Subsidiary of a Borrower or Guarantor that is not incorporated or formed under the United States of America or a political subdivision thereof shall be in customary form not exceed sixty-five (65%) percent of all of the issued and substance, and from counsel, reasonably satisfactory to the Administrative Agentoutstanding shares of Capital Stock of such Subsidiary.

New Subsidiaries. With (a) An Obligor may form or acquire new Subsidiaries which are not Excluded Subsidiaries (subject, with respect to Permitted Acquisitions, to the conditions set forth in Section 9.12 hereof) or convert an Excluded Subsidiary to an Obligor so long as: (i) such Subsidiary is organized under the laws of the United States or any new state or territory thereof, (ii) promptly upon any such formation, acquisition or conversion (but no later than thirty (30) days after the formation, acquisition or conversion thereof), (A) such Obligor shall cause any such Subsidiary to execute and deliver to Agent: (1) a Guarantor Joinder Agreement pursuant to which such Subsidiary (x) absolutely and unconditionally guarantees payment of any and all present and future Obligations of Borrowers to Agent and (y) grants to Agent a first and prior security interest and lien upon all of the assets of such Subsidiary which constitute Collateral subject to Permitted Liens or Liens otherwise consented to in writing by Agent, and (2) such other than an Unrestricted agreements, documents and instruments as Agent may reasonably require which shall be reasonably satisfactory in form and substance to Agent, including, but not limited to, supplements and amendments hereto, authorization to file UCC financing statements, Collateral Access Agreements (to the extent required to be delivered pursuant to the terms hereof) and other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, corporate resolutions and other organization and authorizing documents of such Person, and opinions of counsel (in connection with Permitted Acquisitions), (B) such Obligor shall execute and deliver to Agent in form and substance satisfactory to Agent, a pledge and security agreement granting to Agent a first pledge of and lien on all of the issued and outstanding shares of Capital Stock of such Subsidiary, an Excluded Foreign Subsidiary and (C) such Obligor shall deliver the original stock certificates evidencing such shares of Capital Stock (or an Immaterial such other evidence as may be issued in the case of a limited liability company) together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a limited liability company). (iii) Agent shall have received, in form and substance satisfactory to Agent, evidence that Agent has valid and perfected security interests in and liens upon all of the assets of such Subsidiary, to the extent such assets constitute Collateral hereunder, and (iv) created or acquired (includingas of the date of the organization, without limitation, upon the creation formation or acquisition of any Subsidiary that is a Division SuccessorObligor and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing. (b) An Obligor may form or acquire Excluded Subsidiaries on and after the Effective Date date hereof so long as on the date of such formation or acquisition and immediately after giving effect thereto, the conditions set forth in Section 9.12(c) hereof are satisfied. Unless such Person has been designated by Administrative Borrower as an Excluded Subsidiary in accordance with Section 9.12(c) hereof, Administrative Borrower shall designate such newly formed or acquired Person as an Excluded Subsidiary promptly upon such formation or acquisition in a writing by Administrative Borrower delivered to Agent. (c) With respect to the Borrower formation of an Obligor or conversion of an Excluded Subsidiary to an Obligor pursuant to this Section (other than a Retail Store Subsidiary in the United States), in no event shall any Inventory or Credit Card Receivables of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases new Obligor be deemed Eligible Inventory or Eligible Credit Card Receivables be or be deemed to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Eligible Inventory and/or Eligible Credit Card Receivables until Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, shall have conducted a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement field examination with respect to such new Restricted Subsidiary (but no security interest assets and the results of such field examination and other due diligence shall be granted in any real property)reasonably satisfactory to Agent, including and then only to the filing of Uniform Commercial Code financing statements in extent the criteria for Eligible Inventory and Eligible Credit Card Receivables set forth herein are satisfied with respect thereto (as such jurisdictions as reasonably criteria may be required reasonably modified by Agent to reflect the Guarantee results of Agent’s field examination including any separate advance percentage with respect to such Inventory or Credit Card Receivables or Reserves as Agent may reasonably determine but otherwise in accordance with the definitions of Eligible Inventory and Collateral Agreement Eligible Credit Card Receivables. Upon the reasonable request of Agent, if practicable, the Inventory or Credit Card Receivables of such Obligor shall be separately identified and reported to Agent in a manner reasonably satisfactory to Agent for a time period reasonably satisfactory to Agent. In addition, if the new Obligor is seeking to have Inventory included in the Borrowing Base, Agent shall require an appraisal thereof in form and containing assumptions and appraisal methods reasonably satisfactory to Agent by law or as an appraiser reasonably may be requested by the Administrative acceptable to Agent, on which Agent and Lenders are expressly permitted to rely (C) and any Inventory to deliver to be included in the Administrative Agent a closing certificate Borrowing Base of such new Restricted Subsidiary, which certificate Obligor shall only be included in the form and substance reasonably satisfactory Borrowing Base to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative extent that Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agenthas received such appraisal with respect thereto).

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiarya) created or acquired (including, without limitation, upon Upon the creation Borrower’s formation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted new Subsidiary, an Excluded Foreign other than the Trust Subsidiary or an Immaterial Subsidiary(and specifically excluding Unrestricted Subsidiaries), the Borrower will, and will shall (x) cause each of its Restricted Subsidiaries to, such Subsidiary to promptly (i) execute and deliver to the Administrative Agent (i) a Joinder Agreement with such amendments to the Guarantee and Collateral Agreement modifications thereto as the Administrative Agent may reasonably deems necessary to grant request for the purpose of joining such Subsidiary as a party to the Guaranty and (ii) a Security Agreement and any related Collateral Documents required by the Administrative AgentAgent to secure the Obligations (including Deeds of Trust, for the benefit if such new Subsidiary owns or leases Real Property Collateral), (y) pledge 100% of the Secured Parties, a perfected first priority security interest in the Covered Capital Stock of such new Subsidiary that so acquired or 66% of such Subsidiary’s Capital Stock if such Subsidiary is owned by a Foreign Subsidiary to secure the Obligations. In connection therewith, the Borrower or any shall provide, contemporaneously with the delivery of its Restricted Subsidiaries, as applicable, (ii) deliver financial statements pursuant to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real propertySection 6.01(b), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiaryresolutions, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agentcorporate documentation, and (iv) officer’s certificates and, if requested by the Administrative Agent, opinion letters reasonably satisfactory to the Administrative Agent reflecting the corporate status of each such Subsidiary and the enforceability of documents executed in connection with the actions described in subsections (x) and (y) above; provided, that upon the Administrative Agent’s written request, the Borrower shall promptly provide such corporate documentation with respect to any previously formed or acquired Subsidiary for which such items have not previously been provided, and shall thereafter provide such corporate documentation contemporaneously with the execution and delivery of each Joinder Agreement and Security Agreement and other related Collateral Documents in connection with any subsequent formation or acquisition of any new Subsidiary. With respect to the Trust Subsidiary, the Borrower shall provide to the Administrative Agent corporate and other related documentation as requested by the Administrative Agent. (b) Upon the occurrence of any Event of Default, the Borrower shall cause all Unrestricted Subsidiaries to promptly execute and deliver to the Administrative Agent legal opinions relating a Joinder Agreement with such modifications thereto as the Administrative Agent may reasonably request for the purpose of joining such Persons as parties to the matters described aboveGuaranty, which opinions unless such Unrestricted Subsidiary is bound by a Contractual Obligation preventing such joinder. In connection therewith, the Borrower shall be in customary form provide, contemporaneously with the execution and substancedelivery of each such Joinder Agreement, and from counselcorporate documentation (to the extent not previously provided to the Administrative Agent) and, if requested by the Administrative Agent, opinion letters reasonably satisfactory to the Administrative AgentAgent reflecting the corporate status of each such Unrestricted Subsidiary and the enforceability of such Joinder Agreement.

New Subsidiaries. With respect to (a) In the event that, after the Closing Date, any new Person becomes a Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower Loan Party, whether pursuant to formation, acquisition or any of its Restricted Subsidiaries (whichotherwise, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, shall promptly notify the Lender and (ii) deliver to within fifteen (15) days after such Person becomes a Subsidiary, the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) applicable Loan Party shall cause such new Restricted Subsidiary (Ax) to become a Project Company Guarantor party to, and agree to be bound by the terms of, this Agreement and the other Loan Documents, grant Liens in favor of the Lender in all of its personal property, and authorize and deliver, at the request of the Lender, such UCC financing statements or similar instruments required by the Lender to perfect the Liens in favor of the Lender granted under any of the Loan Documents, in each case pursuant to a Joinder Agreement, satisfactory to the Guarantee Lender in all respects and Collateral Agreement, (By) to deliver all such other documentation (including without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions reasonably necessary as such Subsidiary would have been required to grant deliver and take pursuant to Section 5.1 if such Subsidiary had been a Loan Party on the Administrative AgentClosing Date, for in each case as required by the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement Lender with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be each in the form and substance reasonably satisfactory to the Administrative AgentLender (b) The Loan Parties shall, and shall cause any applicable Subsidiary that becomes a Loan Party to, pledge its ownership interest in any Equity Interests in any Person that becomes a Subsidiary after the Closing Date within fifteen (15) days after the day on which such Person becomes a Subsidiary (but in any event prior to the disbursement of any Loans attributable to any Approved Project owned or to be owned by such Subsidiary), by delivering to the Lender (i) a supplement to the Security Agreement in the form of Annex A attached thereto, and (ivii) if requested by all original certificates evidencing such pledged Equity Interests, together with appropriate transfer powers executed in blank. (c) Once any Subsidiary becomes a party to this Agreement in accordance with this Section 6.17, such Subsidiary thereafter shall remain a party to this Agreement as a Loan Party, and the Administrative AgentEquity Interests in such Subsidiary (including, deliver all initial Subsidiaries) shall remain subject to the Administrative Agent legal opinions relating pledge to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLender.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary In the event of the acquisition or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is (a Division Successor"New Subsidiary") after the Effective Date by the Borrower or any of its Restricted Subsidiaries (whicha Control Subsidiary, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases cause to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver delivered to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in Lenders each of the Capital Stock following indicated to be delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such new Subsidiary that is or Control Subsidiary: (a) a Stock Pledge Agreement with respect to the capital stock of such New Subsidiary or Control Subsidiary owned by the Borrower or any Subsidiary substantially in the form of its Restricted SubsidiariesExhibit G hereto; provided, however, that if such New Subsidiary or Control Subsidiary is a Foreign Subsidiary or a Foreign Control Subsidiary, such pledge of capital stock shall only be required if it is a Direct Foreign Subsidiary or a Direct Foreign Control Subsidiary or if there would not result therefrom a material adverse tax impact on the Borrower; (b) a Guaranty executed by such New Subsidiary, substantially in the form of Exhibit E attached hereto; provided, however, that such Guaranty shall only be required if such New Subsidiary is a Domestic Subsidiary or such action would not have a material adverse tax impact on the Borrower; NB BOLLE CREDIT AGREEMENT (FINAL) Doc No: 190295 (c) a Security Agreement executed by such New Subsidiary, substantially in the form of Exhibit J attached hereto; provided, however, that such Security Agreement shall only be required if such New Subsidiary is a Domestic Subsidiary or such action would not have a material adverse tax impact on the Borrower and is not otherwise prohibited by applicable laws of any foreign jurisdiction; (d) if such New Subsidiary has any material leased locations, Intellectual Property or intercompany advances or borrowings, duly executed copies of a Landlord Waiver, a Lease Assignment, an Intellectual Property Security Agreement, an Intercompany Note Assignment and a Subordination Agreement, as applicable, executed by such New Subsidiary, substantially in the forms of such documents attached hereto as exhibits; provided, however, that each of the foregoing shall be required only if such New Subsidiary is a Domestic Subsidiary or such action would not have a material adverse tax impact on the Borrower and is not otherwise prohibited by applicable laws of any foreign jurisdiction; (iie) deliver an opinion of counsel to such New Subsidiary dated as of the date of delivery of the other documents required to be delivered pursuant to this Section 9.21 and addressed to the Administrative Agent and the certificates representing such Capital Stock, together with undated stock powersLenders, in blank, executed form and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party substance identical to the Guarantee and Collateral Agreement, (B) opinion of counsel delivered on the Closing Date pursuant to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement Section 7.1 hereof with respect to any Guarantor and the Pledged Stock; and (f) current copies of the Organizational Documents and Operating Documents of such new Restricted Subsidiary New Subsidiary, minutes of duly called and conducted meetings (but no security interest shall be granted in any real propertyor 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 laws, of the shareholders), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted SubsidiaryNew Subsidiary authorizing the actions and the execution and delivery and performance of such Guaranty, which certificate shall be in the form Security Agreement, Stock Pledge Agreement, Intellectual Property Security Agreement and substance reasonably each other agreement required under this Section 9.21 and evidence satisfactory to the Administrative Agent, and Agent (iv) if requested confirmation of the receipt of which will be provided by the Administrative Agent, deliver Agent to the Administrative Agent legal opinions relating Lenders) that such New Subsidiary is Solvent as of such date after giving effect to the matters described abovesuch Guaranty, which opinions shall be in customary form and substanceSecurity Agreement, and from counselStock Pledge Agreement, reasonably satisfactory to the Administrative Agentand, if applicable, Intellectual Property Security Agreement.

New Subsidiaries. With respect to If the Company or any new domestic Subsidiary (other than an Unrestricted Excluded Subsidiary) proposes to create, acquire or capitalize any domestic Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or acquired otherwise), it shall first (includingor substantially concurrently with such creation, without limitationacquisition or capitalization) (a) (1) execute and deliver, upon the creation or acquisition of any and cause such Subsidiary that is (other than Excluded Subsidiaries) to execute and deliver, to Agent a Division Successor) after the Effective Date Pledge and Security Agreement, a Guaranty and all other appropriate Collateral Documents reasonably requested by the Borrower Agent or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to each of the applicable Collateral Documents as the Agent shall require in its sole discretion and (b) execute and deliver, and cause such new Restricted Subsidiary (but no security interest shall be granted in any real property)other than Excluded Subsidiaries) to execute and deliver, including to the filing of Uniform Commercial Code financing statements in such jurisdictions as Agent appropriate corporate resolutions, opinions and other documentation reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, in each case, to provide the Agent with a first priority perfected security interest on the Collateral granted thereby and (iv) if requested by the Administrative AgentLien thereon, deliver provided, however, to the Administrative Agent legal opinions relating extent, such Collateral consists of equity interests in a first tier Foreign Subsidiary (as defined in the Pledge and Security Agreement) the pledge of such equity interests shall be limited to a pledge of 65% of the issued and outstanding shares or other units of such equity interests (provided further, however, if the pledge of more sixty-five percent (65%) of such Foreign Subsidiary would not result in materially adverse tax consequences to the matters described above, which opinions shall be in customary form and substancepledgor under Section 956 of the Internal Revenue Code, and from counsel, reasonably satisfactory only to the Administrative Agentextent such materially adverse tax consequences remain effective, then such pledged equity interest shall constitute 100% or such other percentage of issued and outstanding shares or other units of equity interests of such Foreign Subsidiary). If the foregoing materially adverse tax consequences should no longer be effective, such Foreign Subsidiary shall execute the Collateral Documents. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent thereof and provided an updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary shall cease to be an Excluded Subsidiary for any reason and to the extent any Excluded Subsidiary may do so without violating federal, state or local laws or regulations applicable to it, the Company shall promptly notify the Agent thereof and such Subsidiary shall promptly execute and deliver the Collateral Documents and all other instruments and documents necessary in the opinion of the Agent to become a Guarantor and the Company shall cause such Subsidiary's outstanding capital stock to be pledged to the Agent pursuant to the Collateral Documents.

New Subsidiaries. With respect Neither the Parent Guarantor nor any Subsidiary shall, directly or indirectly, organize, create, acquire or permit to exist any new Subsidiary (other than an Unrestricted Subsidiarythose listed on SCHEDULE 6.5 or reinstate Aspire Pharmaceuticals, an Excluded Foreign Subsidiary LLC which has been administratively dissolved prior to the Closing Date; provided, however, that the Borrower Parties may create new wholly owned direct or an Immaterial Subsidiary) created indirect domestic Subsidiaries and reinstate Aspire Pharmaceuticals, LLC after the Closing Date so long as at the time of the formation or acquired (including, without limitation, upon the creation or acquisition reinstatement of any such direct or indirect Subsidiary that is a Division Successor) after the Effective Date by of any Borrower Party, the Borrower Parties, or any of its Restricted Subsidiaries (whichthem, for the purposes of this paragraphas appropriate, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iiia) cause such new Restricted Subsidiary (A) or reinstated Subsidiary to become a party provide to the Guarantee and Collateral Agent a joinder agreement in the form of Exhibit G hereto (a "Guarantor Joinder Agreement"), a supplement to the Subsidiary Guaranty, a supplement to the Security Agreement, (B) to take and such actions reasonably necessary to grant other security documents requested by the Agent in its discretion, together with appropriate UCC-1 financing statements, all in form and substance satisfactory to the Administrative Agent, for (b) provide to the benefit Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, pledging all direct or beneficial ownership interests in such new Subsidiary or reinstated Subsidiary, in form and substance satisfactory to the Agent, and (c) provide to the Agent all other documentation, including one or more opinions of counsel satisfactory to the Secured PartiesAgent, a perfected first priority security interest which in the Collateral described in the Guarantee and Collateral Agreement its opinion is appropriate with respect to such formation or reinstatement and the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of a Credit Agreement Supplement by each new Restricted or reinstated domestic Subsidiary, such domestic Subsidiary (but no security interest shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any Guaranty Joinder Agreement shall not require the consent of any Borrower Party hereunder. The rights and obligations of each Borrower Party hereunder shall remain in full force and effect notwithstanding the addition of any Guarantor hereunder. Any document, agreement or instrument executed or issued pursuant to this SECTION 7.21 shall be granted in any real property), including the filing a "Loan Document" for purposes of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agentthis Agreement.

New Subsidiaries. With No Borrower Party shall, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than wholly-owned indirect foreign Subsidiaries or those listed on Schedule 6.5; provided, however, that the Borrower Parties may create new wholly owned direct or indirect Subsidiaries after the Closing Date so long as at the time of the formation of any such direct or indirect Subsidiary of any Borrower Party, the Borrower Parties, or any of them, as appropriate, shall (a) cause each new domestic Subsidiary to provide to the Agent and the Co-Agent a joinder agreement in the form of Exhibit D hereto (a "Guarantor Joinder Agreement"), a supplement to the Subsidiary Guaranty, a supplement to the Security Agreement, and such other security documents requested by the Agent or the Co-Agent in their discretion, together with appropriate UCC-1 financing statements, all in form and substance satisfactory to the Agent and the Co-Agent, (b) provide to the Agent and the Co-Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, pledging all direct or beneficial ownership interests in each new domestic Subsidiary, in form and substance satisfactory to the Agent and the Co-Agent, (c) provide to Agent and the Co-Agent a pledge agreement with respect to any new Subsidiary foreign Subsidiaries directly owned by a Borrower Party a pledge by such Borrower of not less than sixty-five percent (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary65%) created or acquired (including, without limitation, upon of the creation or acquisition equity interests of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower willsuch foreign Subsidiaries, and will cause each of its Restricted Subsidiaries to, promptly (id) execute and deliver to provide to the Administrative Agent such amendments and the Co-Agent all other documentation, including one or more opinions of counsel satisfactory to the Guarantee Agent and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Co-Agent, for the benefit of the Secured Parties, a perfected first priority security interest which in the Capital Stock of such new Subsidiary that their opinion is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the supplements described above by each new Restricted domestic subsidiary, such domestic Subsidiary (but no security interest shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any Guaranty Joinder Agreement shall not require the consent of any Borrower Party hereunder. The rights and obligations of each Borrower Party hereunder shall remain in full force and effect notwithstanding the addition of any Guarantor hereunder. Any document, agreement or instrument executed or issued pursuant to this Section 7.20 shall be granted in any real property), including the filing a "Loan Document" for purposes of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agentthis Agreement.

New Subsidiaries. With respect to If the Company or any new domestic Subsidiary (other than an Unrestricted Excluded Subsidiary) proposes to create, acquire or capitalize any domestic Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiaryotherwise), the Borrower willit shall first (or substantially concurrently with such creation, acquisition or capitalization) (a) (1) cause such Subsidiary (other than Excluded Subsidiaries) to execute and will cause each of its Restricted Subsidiaries todeliver, promptly to Agent a Guaranty or (i2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent such amendments with respect to the Guarantee and Collateral Agreement Guaranty as the Administrative Agent reasonably deems necessary shall require in its sole discretion and (b) cause such Subsidiary (other than Excluded Subsidiaries) to grant to the Administrative Agentdeliver, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiariesexecute and deliver, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockappropriate corporate resolutions, together with undated stock powers, in blank, executed opinions and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions other documentation reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative AgentAgent with respect to such Guaranty or joinder; provided, however, that, if such Subsidiary is a Foreign Subsidiary and (iv) if requested by its execution and delivery of the Administrative Agent, deliver Guaranty or a joinder with respect thereto would result in material adverse tax consequences to the Administrative Company and its Subsidiaries as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Guaranty or such joinder, or deliver the related resolutions, opinions or other documents, under this Section. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent legal opinions relating thereof and provided an updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary shall cease to be an Excluded Subsidiary for any reason and to the matters described aboveextent any Excluded Subsidiary may do so without violating federal, which opinions state or local laws or regulations applicable to it, the Company shall be in customary form promptly notify the Agent thereof and substancesuch Subsidiary shall promptly execute and deliver the Guaranty or joinder and deliver such other opinions, resolutions and from counsel, reasonably satisfactory other documentation as is provided above with respect to the Administrative AgentNew Subsidiaries.

New Subsidiaries. With respect to any new Each direct or indirect Subsidiary of the Parent shall become a Borrower or Guarantor within twenty (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary20) created or acquired (including, without limitation, upon days of the creation or acquisition such Subsidiary, and shall satisfy all of any Subsidiary that is a Division Successorthe following conditions within such twenty (20) after the Effective Date by the Borrower or any of its Restricted Subsidiaries day period (which, except for the purposes requirement of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial SubsidiarySection 6.21(g), which may be satisfied within forty five (45) days of the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) creation or acquisition such Subsidiary): a. The Subsidiary shall execute and deliver to the Administrative Agent Lender a Guaranty Agreement or joinder to this Agreement, all in form and substance reasonably acceptable to Lender. b. All legal matters incident to such amendments Subsidiary becoming a Borrower shall be satisfactory to counsel for the Lender, and the Subsidiary shall execute and deliver to the Guarantee Lender such additional documents and Collateral Agreement certificates relating to the Loans as the Administrative Agent Lender may reasonably deems necessary to request. c. The Subsidiary shall grant to the Administrative Agent, for the benefit of the Secured Parties, Lender a perfected first priority security interest in all of the Capital Stock Collateral (determined as if such Subsidiary was a Borrower), and financing statements in form and substance satisfactory to the Lender shall have been properly filed in each office where necessary to perfect the security interest of the Lender in such assets of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiariesassets (except with respect to Permitted Liens), as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed all taxes and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement fees with respect to such new Restricted recording and filing shall have been paid by such Subsidiary (but no security interest and the Lender shall have received such lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. d. The Subsidiary shall have delivered the following documents to the Lender, each of which shall be granted in any real property)certified as of the date on which it is to become a Borrower or Guarantor, including the filing by its secretary or representative performing similar functions: (1) copies of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required evidence of all actions taken by the Guarantee Subsidiary to authorize the execution and Collateral Agreement delivery of the Loan Documents to which it will be a party; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents to which the Subsidiary is a party. e. The Lender shall have received a certificate of good standing and qualification (or similar instrument) issued by law or the appropriate state official of the state of formation of the Subsidiary, dated within 30 days of the date of the applicable Loan Documents. f. If the Subsidiary is to become a Borrower, the Lender shall have received a listing and aging of Accounts, a listing of accounts payable of the Subsidiary, a report setting forth the status of all contracts relating to its Eligible Accounts and such other financial information of such Subsidiary as reasonably may be requested by the Administrative Agent Lender from time to time, all of which shall be of a current date and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative AgentLender. g. If the Subsidiary is to become a Borrower, if required by the Lender, the Lender shall have received a satisfactory field examination of the Collateral and internal control systems of the Subsidiary performed by a consultant selected by the Lender, and (iv) if requested by the Administrative Agent, deliver to Borrowers shall have reimbursed the Administrative Agent legal opinions relating to Lender for the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agentcost of such consultant.

New Subsidiaries. With respect Such Loan Party shall not, directly or indirectly, organize, create, acquire or permit to exist any new Subsidiary (other than an Unrestricted Subsidiarythose listed on Schedule 6.5; provided, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (includinghowever, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly that: (i) execute a Loan Party may create a Domestic Subsidiary which is wholly owned directly by such Loan Party so long as within three (3) days of such creation (A) such Loan Party has executed and deliver delivered to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral U.S. Pledge Agreement as the Administrative Agent reasonably deems shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesAgent and the Lenders, a perfected first priority security interest in Lien on all of the Capital Stock capital stock or other equity interests of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicableDomestic Subsidiary, (iiB) deliver if such capital stock or other equity interests is issued in certificated form, such Loan Party has delivered to the Administrative Agent the any certificates representing such Capital Stockcapital stock or other equity interests, together with undated stock powers, in blank, powers executed and delivered in blank by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicablesuch Loan Party, (iiiC) cause such new Restricted Domestic Subsidiary shall become a U.S. Guarantor hereunder and become a grantor under the U.S. Security Agreement and under the other applicable Loan Documents and (D) if requested by the Agent, such Loan Party and such Domestic Subsidiary shall have delivered or caused to be delivered to the Agent legal opinions and other documents relating to matters described in clauses (A) to become a party to the Guarantee and Collateral Agreement), (B) and (C) above, which opinions and other documents shall be in form and substance, and (in the case of legal opinions) from counsel, reasonably satisfactory to take the Agent; and (ii) a Loan Party or a Non-Loan Party may create a Foreign Subsidiary which is a Wholly-Owned Non-Loan Party so long as within three (3) days of such actions reasonably creation, (A) if the direct owner of the capital stock or other equity interests of such Foreign Subsidiary is a Loan Party, (1) such Loan Party has executed and delivered to the Agent a new pledge agreement or such amendments to the U.S. Pledge Agreement (if such Loan Party is a U.S. Borrower or U.S. Guarantor) as the Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesAgent and the Lenders, a perfected first priority security interest Lien on 65% of the voting equity interests in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Foreign Subsidiary (but no security interest shall be granted in any real property), including 100% of the filing of Uniform Commercial Code financing statements voting equity interests in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent Foreign Subsidiary, if such Foreign Subsidiary is a Canadian Guarantor) and (C2) to deliver if such capital stock or other equity interests is issued in certificated form, such Loan Party has delivered to the Administrative Agent any certificates representing such capital stock or other equity interests, together with undated stock powers executed and delivered in blank by a closing certificate duly authorized officer of such new Restricted SubsidiaryLoan Party, which certificate (B) if such Foreign Subsidiary is a Canadian Guarantor, (1) such Foreign Subsidiary shall be (a) enter into a guarantee that is in the form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall become a Canadian Guarantor, (b) execute and deliver a Canadian Security Agreement and other applicable Loan Documents and (c) enter into such other documentation as the Agent may reasonably request to have such Foreign Subsidiary become bound by the covenants applicable to a Loan Party hereunder, and (ivC) if requested by the Administrative Agent, deliver such Loan Party and, if applicable, such Foreign Subsidiary shall have delivered or caused to be delivered to the Administrative Agent legal opinions and other documents relating to the matters described in clauses (A) and (B) above, which opinions and other documents shall be in customary form and substance, and (in the case of legal opinions) from counsel, reasonably satisfactory to the Administrative Agent.

New Subsidiaries. With (a) Any Subsidiary formed or acquired in accordance with Section 6.22 shall be deemed a Restricted Subsidiary, and the Borrower shall deliver to the DIP Agent all items, documents and agreements with respect to any such new Subsidiary reasonably requested by the DIP Agent and the Majority Lenders. (other than b) The Borrower may not designate any Subsidiary as an Unrestricted Subsidiary without the consent of the Majority Lenders. (c) In the case of the acquisition, formation or designation of a Restricted Subsidiary, an Excluded Foreign such new Restricted Subsidiary or an Immaterial Subsidiary) created shall be deemed to have made or acquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, on the date of such designation, acquisition, or formation. (d) The Borrower: (i) will cause the management, business and affairs of each Loan Party to be conducted in such a manner (including, without limitation, upon by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases Loan Parties to be commingled) so that each Unrestricted Subsidiary will be treated as an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, entity separate and distinct from Loan Parties; (ii) will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Unrestricted Subsidiary (A) to become refrain from maintaining its assets in such a party manner that would make it costly or difficult to the Guarantee segregate, ascertain or identify as its individual assets from those of any Loan Party and Collateral Agreement, (B) to take observe all corporate formalities; (iii) will not, and will not permit any other Loan Party to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (iv) will not, and will not permit any other Loan Party to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which any Loan Party is a borrower, issuer or guarantor (the "Relevant Debt"), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (A) result in, or permit the holder of any Relevant Debt to declare a default on such actions reasonably necessary Relevant Debt or (B) cause the payment of any Relevant Debt to grant be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable; (v) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Loan Party; (vi) will not, and will not permit any Loan Party to, create, assume, incur or suffer to exist any Lien on or in respect of any of its Property (other than any of its interest in the Administrative Agent, Equity Interest of an Unrestricted Subsidiary) for the benefit of the Secured Partiesan Unrestricted Subsidiary; (vii) will not and will not permit any Loan Party to, a perfected first priority security interest in the Collateral described in the Guarantee sell, assign, pledge, or otherwise transfer any of its Properties to any Unrestricted Subsidiary, except as permitted under Section 6.8 and Collateral Agreement with respect on terms permitted by Section 6.10; and (viii) except as permitted under Section 6.3, make or permit to such new Restricted exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in, any Unrestricted Subsidiary (but no security interest shall be granted or in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agentits Properties.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary Simultaneously with the acquisition or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases Pan Am cause to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), delivered to the Borrower will, and will cause Lender each of its Restricted Subsidiaries to, promptly the following: (ia) execute and deliver to the Administrative Agent a Facility Guaranty executed by such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest Subsidiary substantially in the Capital Stock form of EXHIBIT F; (b) a Security Agreement of such new Subsidiary that is owned by substantially in the Borrower or any form of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital StockEXHIBIT H, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Lender as "Secured Party", in form, substance and number sufficient in the reasonable opinion of the Lender 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 Lender the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (c) if such Subsidiary is a corporation or is a partnership that has issued certificates evidencing ownership of partnership interests, (A) the Pledged Stock or, if applicable, certificates of ownership of such partnership interests, together with duly executed stock powers or powers of assignment in blank affixed thereto, and (B) if such Collateral shall be owned by a Subsidiary who has not then executed and delivered to the Lender a Security Instrument from the owner of such Collateral granting a Lien to the Lender in such jurisdictions Collateral, a Security Agreement or a Pledge Agreement (as reasonably may be required appropriate) substantially similar in form and content to that executed and delivered by the Guarantee Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and Collateral Agreement or by law or securing the obligations of such pledgor under its Facility Guaranty; (d) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as reasonably may be requested true, correct and complete by the Administrative Agent and Authorized Representative (C) provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral); (e) an opinion of counsel to the Administrative Agent a closing certificate Subsidiary dated as of such new Restricted Subsidiarythe date of delivery of the Facility Guaranty and other Loan Documents provided for in this SECTION 8.19 and addressed to the Lender, which certificate shall be in the form and substance reasonably satisfactory acceptable to the Administrative AgentLender (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to SECTION 6.1(A)), to the effect that: (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification and the failure to be so qualified would reasonably be likely to result in a Material Adverse Effect; (ivB) if requested the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this SECTION 8.19 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity); and (C) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Lender by the Administrative AgentSubsidiary in connection with the delivery of the Security Instruments of such Subsidiary have been duly executed by the Subsidiary and are in form, deliver substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Lender the Lien on Collateral conferred under such Security Instruments to the Administrative Agent legal opinions relating to extent such Lien may be perfected by Uniform Commercial Code filing; (f) current copies of the matters described abovecharter documents, which opinions shall be in customary form including partnership agreements and substancecertificate of limited partnership, if applicable, and from counselbylaws of such Subsidiary, reasonably satisfactory to minutes of duly called and conducted meetings (or duly effected consent actions) of the Administrative AgentBoard of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this SECTION 8.19.

New Subsidiaries. With respect Each Borrower shall, at its own expense prior to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition designation of any direct or indirect Restricted Subsidiary that is a Division Successor) of such Borrower after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge the Equity Securities of such Person to the Administrative Agent for the benefit of itself and the Lenders 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 such amendments all stock certificates and other instruments added to the Guarantee Collateral thereby free and Collateral Agreement as clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Restricted Subsidiary of such Borrower after the Administrative Agent reasonably deems necessary date hereof to grant become a Guarantor pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iiiv) cause such new each Person that becomes a direct or indirect Restricted Subsidiary (A) after the date hereof to become execute a party to the Guarantee pledge and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (ivvi) if 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 date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of itself and the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent; PROVIDED, deliver 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 legal opinions relating to for the matters described above, which opinions shall be in customary form benefit of itself and substance, and from counsel, the Lenders as soon as reasonably satisfactory to the Administrative Agentpracticable.

New Subsidiaries. With respect to (i) Within thirty (30) Business Days of the formation of any new Subsidiary (other than an Unrestricted Restricted Subsidiary, an Excluded Foreign acquisition of a Restricted Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of at any time a Subsidiary that is becomes a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that or ceases to be an Unrestricted Excluded Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Parent Borrower will, and will cause each shall notify Agent of its Restricted Subsidiaries tosuch event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) to become a party to the Guarantee Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Borrower” hereunder) and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest supplemental Guaranty in the Collateral described in the Guarantee form attached hereto as Exhibit G, and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiarysecurity documents, which certificate shall be together with appropriate financing statements, reasonably requested by Agent, all in the form and substance reasonably satisfactory to the Administrative Agent, and (ivii) if provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by the Administrative Agent, deliver to the Administrative Agent legal one or more opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the Administrative Agentapplicable documentation referred to above. Upon execution and delivery of the Joinder 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 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. (ii) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or xxxxx x Xxxx in any property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Agent or (B) is Excluded Property or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.

New Subsidiaries. With respect to (i) Within thirty (30) Business Days of the formation of any new Subsidiary (other than an Unrestricted Restricted Subsidiary, an Excluded Foreign acquisition of a Restricted Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of at any time a Subsidiary that is becomes a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that or ceases to be an Unrestricted Excluded Subsidiary, an Excluded Foreign Subsidiary Parent Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or an Immaterial Subsidiary), the Borrower will, and will such longer period as Agent may agree) (x) cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) to become a party Joinder Agreement or other security document in form and substance reasonably acceptable to the Guarantee Agent and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest supplemental Guaranty in the Collateral described in the Guarantee form attached hereto as Exhibit G, and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiarysecurity documents, which certificate shall be together with appropriate financing statements, reasonably requested by Agent, all in the 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 Administrative 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 reasonably satisfactory to Agent, and (ivz) if provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by the Administrative Agent, deliver to the Administrative Agent legal one or more opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the Administrative Agentapplicable 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 the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.

New Subsidiaries. With respect Within ten (10) Business Days of the formation of any Material Subsidiary of any Credit Party, acquisition of a Material Subsidiary of any Credit Party pursuant to Section 6.1 or at any new time a Subsidiary (other than an Unrestricted becomes a Material Subsidiary, an Excluded Foreign Subsidiary Credit Parties, or an Immaterial Subsidiaryany of them, as appropriate, shall (a) created or acquired (including, without limitation, upon the creation or acquisition of any cause each such new Material Subsidiary that is a Division Successor) after the Effective Date Domestic Subsidiary to join this Agreement by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases providing to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powersjoinder agreement, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to Agent, (b) cause each such new Material Subsidiary that is a Domestic Subsidiary to deliver to Agent a Guaranty, a supplement to the Administrative Security Agreement, a supplement to the Pledge Agreement, and such other security documents reasonably requested by Agent, together with appropriate UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent, (c) with respect to all new Material Subsidiaries that are owned in whole or in part by a Credit Party, provide to Agent a supplement to the Pledge Agreement providing for the pledge of the direct and beneficial interests in such new Material Subsidiary (or, in the case of the pledge of a direct foreign Subsidiary, 65% of all of the Stock of such Material Subsidiary) as shall be requested by Agent, together with appropriate certificates and powers or financing statements under the Uniform Commercial Code or other applicable personal property or movable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (ivd) if requested by the Administrative Agentprovide to Agent all other documentation, deliver to the Administrative Agent legal including one or more opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to such formation and the Administrative Agentexecution and delivery of the applicable documentation referred to above. Upon execution and delivery of the joinder agreement by each new Material Subsidiary, such Material Subsidiary shall become a Credit Party hereunder with the same force and effect as if originally named as a Credit Party herein. The execution and delivery of the joinder agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Credit Party hereunder. Any document, agreement or instrument executed or issued pursuant to this Section 5.12 shall be a “Loan Document” for purposes of this Agreement.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary a) In the event of the acquisition or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is or Control Subsidiary (a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which"New Subsidiary"), for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases cause to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver delivered to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, Lenders a perfected first priority security interest in Stock Pledge Agreement with respect to the Capital Stock capital stock of such new New Subsidiary that is owned by the Borrower or any Subsidiary substantially in the form of its Restricted SubsidiariesExhibit G hereto within twenty (20) Business Days of the acquisition or creation of a Subsidiary; provided, as applicablehowever, that if such New Subsidiary is a Foreign Subsidiary, such pledge of capital stock shall only be required if it is a Direct Foreign Subsidiary or a Direct Foreign Control Subsidiary or if there would not result therefrom a material adverse tax impact on the Borrower; (iib) deliver In the event of the acquisition or creation of any Material Subsidiary or any Subsidiary which would be a Material Subsidiary except for the fact that it is a Foreign Subsidiary or upon any previously existing Person becoming a Material Subsidiary, cause to be delivered to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders each of the following indicated to be delivered by such Subsidiary within twenty (20) Business Days of the acquisition or creation of such Subsidiary or, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary an existing Person becoming a Material Subsidiary, within twenty (but no security interest shall be granted in any real property), including the filing 20) Business Days of Uniform Commercial Code financing delivery of financial statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement pursuant to Section 9.1(a) or by law or as reasonably may be requested by the Administrative Agent and (Cb) to deliver hereof with respect to the Administrative Agent fiscal quarter of the Borrower during which such Person acquired such assets or achieved such net income as to become a closing certificate of Material Subsidiary: (i) a Guaranty executed by such new Restricted Subsidiary, which certificate shall be substantially in the form of Exhibit E attached hereto; provided, however, that such Guaranty shall only be required if such Subsidiary is a Material Subsidiary or such action would not have a material adverse tax impact on the Borrower and is not otherwise prohibited by applicable laws of any foreign jurisdiction; (ii) a Security Agreement executed by such Subsidiary, substantially in the form of Exhibit L attached hereto; provided, however, that such Security Agreement shall only be required if such Subsidiary is a Domestic Subsidiary or if there would not result therefrom a material adverse tax impact on the Borrower and is not otherwise prohibited by applicable laws of any foreign jurisdiction; (iii) if such Subsidiary has any material leased locations or Intellectual Property, a Landlord Waiver or an Intellectual Property Security Agreement, as applicable, executed by such Subsidiary, substantially in the forms of such documents attached hereto as exhibits; provided, however, that each of the foregoing shall be required only if such Subsidiary is a Domestic Subsidiary or such action would not have a material adverse tax impact on the Borrower and is not otherwise prohibited by applicable laws of any foreign jurisdiction; (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 the 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 delivery of the other documents required to be delivered pursuant to this Section 9.21 and addressed to the Agent and the Lenders, in form and substance reasonably identical to the opinion of counsel delivered pursuant to Section 7.1 hereof on the Closing Date with respect to any Guarantor and the Pledged Stock; and (ii) current copies of the Organizational Documents and Operating Documents of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable laws, of the shareholders), of such Subsidiary authorizing the actions and the execution and delivery and performance of such Guaranty, Security Agreement, Stock Pledge Agreement, Intellectual Property Security Agreement or other agreement required under this Section 9.21 and evidence satisfactory to the Administrative Agent, and Agent (iv) if requested confirmation of the receipt of which will be provided by the Administrative Agent, deliver Agent to the Administrative Agent legal opinions relating Lenders) that such Subsidiary is Solvent as of such date after giving effect to the matters described abovesuch Guaranty, which opinions shall be in customary form and substanceSecurity Agreement, and from counselStock Pledge Agreement, reasonably satisfactory to the Administrative Agentand, if applicable, Intellectual Property Security Agreement.

New Subsidiaries. With respect to If the Company or any new domestic Subsidiary (other than an Unrestricted Excluded Subsidiary) proposes to create, acquire or capitalize any domestic Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or acquired otherwise), it shall first (includingor substantially concurrently with such creation, without limitationacquisition or capitalization) (a) (1) execute and deliver, upon the creation or acquisition of any and cause such Subsidiary that is (other than Excluded Subsidiaries) to execute and deliver, to Agent a Division Successor) after the Effective Date Pledge and Security Agreement, a Guaranty and all other appropriate Collateral Documents reasonably requested by the Borrower Agent or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to each of the applicable Collateral Documents as the Agent shall require in its sole discretion and (b) execute and deliver, and cause such new Restricted Subsidiary (but no security interest shall be granted in any real property)other than Excluded Subsidiaries) to execute and deliver, including to the filing of Uniform Commercial Code financing statements in such jurisdictions as Agent appropriate corporate resolutions, opinions and other documentation reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, in each case, to provide the Agent with a first priority perfected security interest on the Collateral granted thereby and (iv) if requested by the Administrative AgentLien thereon, deliver PROVIDED, HOWEVER, to the Administrative Agent legal opinions relating extent, such Collateral consists of equity interests in a first tier Foreign Subsidiary (as defined in the Pledge and Security Agreement) the pledge of such equity interests shall be limited to a pledge of 65% of the issued and outstanding shares or other units of such equity interests (PROVIDED FURTHER, HOWEVER, if the pledge of more sixty-five percent (65%) of such Foreign Subsidiary would not result in materially adverse tax consequences to the matters described above, which opinions shall be in customary form and substancepledgor under Section 956 of the Internal Revenue Code, and from counsel, reasonably satisfactory only to the Administrative Agent.extent such materially adverse tax consequences remain effective, then such pledged equity interest shall constitute 100% or such other percentage of issued and outstanding shares or other units of equity interests of such Foreign Subsidiary). If the foregoing materially adverse tax consequences should no longer be effective, such Foreign Subsidiary shall execute the Collateral Documents. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent thereof and provided an updated SCHEDULE 6.19 listing such new

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary Within 30 Business Days after the date of the acquisition or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (whichWholly-Owned Subsidiary, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases such Person will cause to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver delivered to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders each of the following: (i) a joinder to the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement; (ii) if such Subsidiary is a corporation, a perfected first priority limited liability company or a partnership that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or partnership, as the case may be, of such Person pertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest in the Capital Stock of such new Subsidiary that is owned limited liability company or partnership, as the case may be, with respect to the registration of the Lien on membership or partnership interests in such Subsidiary, as the case may be, of such Person which acknowledgment shall be in form and substance satisfactory to the Agent; (iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or any or, a Wholly-Owned Subsidiary of its Restricted Subsidiariesthe Borrower, of such Subsidiary, certified as applicabletrue, correct and complete by the Authorized Officer of the relevant Credit Party (iiprovided that the failure to deliver such supplement shall not impair the rights conferred under the Collateral Documents in after acquired Collateral and Pledged Collateral); (v) deliver to the Administrative extent requested by Agent in its reasonable discretion, an opinion or opinions of counsel to the certificates representing Borrower and such Capital StockSubsidiary, together with undated stock powersdated as of the date of delivery of the Guaranty, provided in the foregoing clause (i) and addressed to the Agent and the Lenders, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably acceptable to the Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1.8), to the effect that: (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction listed on the schedule attached to such opinion; (B) the execution, delivery and performance of the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement described in clause (i) of this Section 7.1.12, have been duly authorized by all requisite action (including any required shareholder, member or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights and remedies generally, or to general principles of equity, whether enforcement thereof is considered in a court of law or equity; and (C) all financing statements, instruments and documents are in a form which is sufficient to create a security interest in favor of the Agent in the Pledged Collateral and the Collateral, as the case may be; (vi) current copies of the charter documents, including, limited liability agreements and certificates of formation, partnership agreements and certificates of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, members, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.1.2 and evidence satisfactory to the Administrative Agent, and Agent (iv) if requested confirmation of the receipt of which will be provided by the Administrative Agent, deliver Agent to the Administrative Agent legal opinions relating Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative AgentGuaranty.

New Subsidiaries. With respect to If the Company or any new domestic Subsidiary (other than an Unrestricted Excluded Subsidiary) proposes to create, acquire or capitalize any domestic Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiaryotherwise), the Borrower willit shall first (or substantially concurrently with such creation, acquisition or capitalization) (a) (1) cause such Subsidiary (other than Excluded Subsidiaries) to execute and will cause each of its Restricted Subsidiaries todeliver, promptly to Agent a Guaranty or (i2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent such amendments with respect to the Guarantee and Collateral Agreement Guaranty as the Administrative Agent reasonably deems necessary shall require in its sole discretion and (b) cause such Subsidiary (other than Excluded Subsidiaries) to grant to the Administrative Agentdeliver, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiariesexecute and deliver, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockappropriate corporate resolutions, together with undated stock powers, in blank, executed opinions and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions other documentation reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative AgentAgent with respect to such Guaranty or joinder; provided, however, that, if such Subsidiary’s execution and (iv) if requested by delivery of the Administrative Agent, deliver Guaranty or a joinder with respect thereto would result in material adverse tax consequences to the Administrative Company and its Subsidiaries as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Guaranty or such joinder, or deliver the related resolutions, opinions or other documents, under this Section. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent legal opinions relating thereof and provided an updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary shall cease to be an Excluded Subsidiary for any reason and to the matters described aboveextent any Excluded Subsidiary may do so without violating federal, which opinions state or local laws or regulations applicable to it, the Company shall be in customary form promptly notify the Agent thereof and substancesuch Subsidiary shall promptly execute and deliver the Guaranty or joinder and deliver such other opinions, resolutions and from counsel, reasonably satisfactory other documentation as is provided above with respect to the Administrative AgentNew Subsidiaries.

New Subsidiaries. With respect The Consolidated Members shall not, directly or indirectly, organize, create, acquire, or permit to exist any new (a) Unrestricted Subsidiary (other than Unrestricted Subsidiaries existing on the Closing Date or any other Subsidiary of the Parent which the Agent, in its sole discretion at the request of the Parent, designates as an Unrestricted Subsidiary, an Excluded Foreign or (b) any other Subsidiary or an Immaterial Subsidiaryother than the Subsidiaries of the Parent in existence on the Closing Date except, in the case of this clause (b), as permitted by this Section 7.20. Not later than thirty (30) created or acquired (including, without limitation, upon the days prior to creation or acquisition of any Domestic Subsidiary of a Loan Party, such Loan Party shall notify the Agent that is it intends to create or acquire such Domestic Subsidiary and propose to the Agent that such new Domestic Subsidiary become, and with the Agent's and the Majority Lenders' consent pursuant to Section 13.22 cause such new Domestic Subsidiary to become, a Division SuccessorLoan Party as a Borrower, subject to the terms of this Agreement. Not later than thirty (30) after days prior to creation or acquisition of any Eligible Foreign Subsidiary, the Effective Date by Parent shall notify the Borrower Agent that it, or any one of its Restricted Subsidiaries (whichSubsidiaries, for intends to create or acquire such Subsidiary and propose to the purposes Agent that such new Subsidiary become, and with the Agent's and the Majority Lenders' consent pursuant to Section 13.22 cause such new Subsidiary to become, a Loan Party as a Borrowing Base Party but not as a Borrower, subject to the terms of this paragraphAgreement. In connection with the forgoing, at the Agent's request the Loan Parties shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver or cause to be promptly executed and delivered to the Administrative Agent such amendments guaranties, amendment agreements, consents, and other documents and agreements as the Agent requests so that such Subsidiary guarantees the Obligations (other than Existing Obligations in the case of any such documents executed by a Newly Obligated Borrower) and grants a Lien to secure such Guaranty and such Obligations on the same terms as the existing Loan Parties (including the execution and delivery of a joinder agreement in form and substance satisfactory to the Guarantee Agent or the execution of such new Loan Documents and Collateral Agreement consents as the Administrative Agent reasonably deems determines are necessary to grant have the same effect in different jurisdictions). In connection therewith and within fifteen (15) days after the formation of any such new Subsidiary, the Parent shall deliver or cause to be delivered to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in Agent the Capital Stock of such new Subsidiary that is owned by (together with any other agreements, certificates, or documents required to evidence and perfect the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing Agent's Liens in such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee provide organizational documents and Collateral Agreement or by law or as reasonably may be if requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted SubsidiaryAgent, which certificate shall be in the form and substance opinion letters reasonably satisfactory to the Administrative AgentAgent reflecting the status of such new Subsidiary and the authorization, authority, noncontravention, and (iv) if requested by enforceability of such agreements. With respect to any such Subsidiary that becomes a Loan Party after the Administrative AgentClosing Date, deliver to the Administrative Agent legal opinions relating to the matters described aboveupon execution and delivery of such Loan Documents and other instruments, which opinions shall be in customary form and substancecertificates, and from counselagreements, reasonably satisfactory to such Subsidiary shall automatically become a Loan Party, and with the Administrative Agentconsent of the Agent and the Majority Lenders, a Borrower, and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is pursuant to a Division SuccessorDelaware LLC Division) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

New Subsidiaries. With respect Such Borrower shall not, directly or indirectly, organize, create, acquire or permit to exist any new Subsidiary (other than an those listed on Schedule 6.5. Notwithstanding the foregoing, at any time prior to the occurrence of a Liquidity Trigger Event and on at least thirty (30) days advance written notice to Agent: (i) Such Borrower may create or acquire one or more new Restricted Subsidiaries or Unrestricted Subsidiaries that are owned by such Borrower or another Restricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiaryso long as (1) created or acquired (including, without limitation, upon the such creation or acquisition of any a Restricted Subsidiary, (y) such new Restricted Subsidiary that enters into a continuing guaranty of the Obligations, and (z) Agent is granted a Division Successor) after the Effective Date Lien by the such Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing such other Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each on 100% of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary, such shares are delivered to Agent and all other necessary steps are taken to perfect Agent's Lien therein; provided, however, that Agent's Lien on the shares of any new Restricted Subsidiary shall only secure Obligations hereunder and not U.S. Loan Obligations, and (2) upon such creation or acquisition of an Unrestricted Subsidiary, such Borrower certifies that is owned by such new Unrestricted Subsidiary complies with the Borrower provisions of Section 6.12. Any such new Subsidiary permitted to be organized, created, or any acquired shall be permitted to remain a Subsidiary following the occurrence of its Restricted Subsidiaries, as applicable, a Liquidity Trigger Event; and (ii) deliver to the Administrative Agent the certificates representing such Capital StockSuch Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary, together with undated stock powers, in blank, executed and delivered by a duly authorized officer so long as each of the Borrower conditions set forth in clauses (i) (y) and (z), of this Section 7.20 is met. In the event that a foreign Unrestricted Subsidiary being redesignated as a Restricted Subsidiary is not permitted (due to local regulatory restrictions) to guarantee the Obligations, or any of to have its Restricted SubsidiariesCapital Stock pledged to Agent, such Unrestricted Subsidiary may nevertheless be redesignated as applicable, (iii) cause such new a Restricted Subsidiary (Afor the purposes of this Section 7.20 a "Qualified Restricted Subsidiary") to become a party so long as each other condition is met. Notwithstanding any other definitions or provisions of this Agreement or the Loan Documents to the Guarantee and Collateral Agreementcontrary, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit there may not exist at any one time more than $20,000,000 of the Secured Parties, a perfected first priority security interest Investments in the Collateral described aggregate in the Guarantee and Collateral Agreement with respect to all Qualified Restricted Subsidiaries by such new Borrower or its other Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative AgentSubsidiaries.

New Subsidiaries. With respect to On each Guarantor Date, the Company will notify the Agent of the identity of any new domestic Subsidiary (other than an Unrestricted a Non-Guarantor Subsidiary) created, acquired or capitalized in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or otherwise) or of the existence of any domestic Subsidiary of the Company (other than a Non-Guarantor Subsidiary) that is not already a Guarantor, and the Company shall, and shall cause each such Subsidiary, an Excluded Foreign to (a) cause such Subsidiary or an Immaterial Subsidiary(other than Non-Guarantor Subsidiaries) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent a Joinder Agreement and (b) cause such amendments Subsidiary (other than Non-Guarantor Subsidiaries) to the Guarantee deliver, or execute and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiariesdeliver, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockappropriate corporate resolutions, together with undated stock powers, in blank, executed opinions and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions other documentation reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative AgentAgent with respect to such Joinder Agreement; provided, however, that, if such Subsidiary’s execution and delivery of the Joinder Agreement with respect thereto would result in material adverse tax consequences to the Company and its Subsidiaries (iv) if requested as reasonably determined by the Administrative Company in consultation with the Agent) as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Joinder Agreement, or deliver the related resolutions, opinions or other documents, under this Section 7.15. If any Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary for any reason and to the extent any such Non-Guarantor Subsidiary may do so without violating federal, state or local laws or regulations applicable to it, the Company shall notify the Agent thereof on the next Guarantor Date and cause such Subsidiary promptly after such Guarantor Date to execute and deliver to the Administrative Agent legal opinions relating a Joinder Agreement and such other opinions, resolutions and other documentation as is provided above with respect to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agentnew Subsidiaries.

New Subsidiaries. With respect to At the time that any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Grantor forms any direct or indirect Subsidiary or an Immaterial Subsidiary) created acquires any direct or acquired (including, without limitation, upon the creation or acquisition of any indirect Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries Closing Date, such Grantor shall (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iiia) cause such new Restricted Subsidiary (A) to become provide to Agent a party joinder to the Guarantee and Collateral this Agreement, together with such other security documents (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement including Mortgages with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate Real Property of such new Restricted Subsidiary), which certificate shall be as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in the form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative assets of such newly formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (ivc) if requested by provide to Agent all other documentation, including updates to the Administrative Perfection Certificate and the other Schedules, hereto and one or more opinions of counsel satisfactory to Agent, deliver which in its opinion is appropriate with respect to the Administrative Agent legal opinions relating execution and delivery of the applicable documentation referred to the matters described aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, which opinions agreement, or instrument executed or issued pursuant to this Section 24 shall be a Financing Document. Any new direct or indirect Subsidiary (whether by acquisition or creation) of any Grantor is required to enter into this Agreement by executing and delivering in customary favor of Agent a supplement to this Security Agreement in the form of Annex 1 attached hereto. Upon the execution and substancedelivery of such supplement by such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and from counsel, reasonably satisfactory effect as if originally named as a Grantor herein. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the Administrative Agentconsent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiarya) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to Any newly-created, designated or acquired Transaction Subsidiary shall become a Guarantor hereunder on or before the Administrative Agent such amendments to twentieth (20th) Business Day after the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit end of the Secured Partiesfiscal quarter in which such Subsidiary was created, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower designated or any of its Restricted Subsidiaries, as applicableacquired, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer (x) any newly-created or acquired Subsidiary of the Borrower which is, or any Subsidiary of the Borrower which as a result of any merger, amalgamation or consolidation shall become or be, a direct or indirect holder of any Equity Interest of a Credit Party (and each other Subsidiary of the Borrower that is a holding company (a “Subsidiary Holdco”) to the extent necessary so that all Subsidiary Holdcos which are Guarantors are holders of the equity interests in operating Subsidiaries that represent not less than 90% of the consolidated total assets of the Borrower and its Restricted SubsidiariesSubsidiaries (calculated as of the end of the most recent fiscal quarter) and revenues of not less than 90% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent four-fiscal quarter period)), as applicableor (y) any Subsidiary which is not already a Credit Party and which is the surviving entity of a merger, amalgamation or consolidation, with a Credit Party (other than the Borrower), shall become a Guarantor hereunder on or prior to the date such Subsidiary shall become or be a direct or indirect holder of any Equity Interest of a Credit Party or such merger amalgamation or consolidation is consummated or (iii) cause such new Restricted any Subsidiary (A) to that guarantees the Private Placement Notes or other senior notes of the Borrower or, if applicable, senior notes of the Borrower’s Subsidiaries, shall become a party Guarantor hereunder on or prior to the Guarantee and Collateral Agreement, (B) to take date such actions reasonably necessary to grant to Subsidiary guarantees the Administrative Agent, for the benefit Private Placement Notes or other senior other senior notes of the Secured PartiesBorrower or, if applicable, senior notes of the Borrower’s Subsidiaries. A Subsidiary shall become a perfected first priority security interest Guarantor by (x) signing a joinder agreement in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative AgentAgents, providing that such Subsidiary shall become a Guarantor hereunder, and (y) providing such other documentation as the Agents may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (iii) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) if requested the results of UCC searches (and the equivalent thereof in all applicable Canadian jurisdictions) with respect to such Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Agents, and (v) unless waived by the Administrative AgentAgents in their reasonable discretion, deliver an opinion of in-house or third party counsel (as required by the Agents) to the Administrative Agent legal opinions relating to the matters described aboveBorrower, which opinions shall be in customary form and substance, and from counsel, substance reasonably satisfactory to the Administrative AgentAgents, with respect to (x) each such Subsidiary that is organized under Canadian (including federal, provincial or territorial) law, California, Delaware and/or New York law or as otherwise required by the Agents, and (y) such joinder agreement and related documentation. The Agents are hereby authorized by the parties to amend Schedule 1, Schedule 2, Schedule 3 and Schedule 5.27 to include such new Subsidiary or to otherwise reflect updated information provided by the Borrower to the Agents from time to time in a Compliance Certificate and the KYC Requirement Information in respect thereof as to any Subsidiary that is a Credit Party, as applicable. (b) The Borrower shall at all times directly or indirectly own all of the Equity Interests of each of the Credit Parties (other than the Borrower).

New Subsidiaries. With respect to any new Each Material Subsidiary (other than an Unrestricted Subsidiaryof Versar that is in existence on, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created formed or acquired (includingon or after, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Date, shall become a Borrower, jointly and severally liable with each other Borrower or any of its Restricted Subsidiaries (which, for the purposes payment in full of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower willObligations, and will Versar shall cause each such Subsidiary to satisfy each of its Restricted Subsidiaries to, promptly the following conditions on or before the date on which such Subsidiary is formed or acquired: (i) Such Subsidiary shall execute and deliver to the Administrative Agent such amendments to Bank a joinder agreement on the Guarantee and Collateral Agreement Bank’s form therefor, and, within 30 days after the acquisition or formation, as the Administrative Agent reasonably deems necessary to grant to the Administrative Agentappropriate, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned any other Loan Documents required by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver Bank to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, be executed and delivered by said Subsidiary. (ii) All legal matters incident to such Subsidiary’s becoming a duly authorized officer of Borrower shall be reasonably satisfactory to counsel for the Borrower Bank and the Subsidiary shall execute and deliver to the Bank, within 30 days after its acquisition or any of its Restricted Subsidiariesformation, such additional documents and certificates relating to the Loan as applicable, the Bank reasonably may request. (iii) cause The Bank shall have received, within 30 days after said acquisition or formation, an opinion of counsel to such new Restricted Subsidiary (A) to become a party Subsidiary, addressed to the Guarantee and Collateral AgreementBank, (B) to take covering such actions matters as the Bank may reasonably necessary to grant to the Administrative Agentrequest, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and Bank. (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be Financing statements in customary form and substance, and from counsel, substance reasonably satisfactory to the Administrative AgentBank shall have been properly filed in each office where necessary to perfect the security interest of the Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) termination statements shall have been filed with respect to any 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 (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: copies of evidence of all actions taken by such Subsidiary to authorize the execution and delivery of the applicable Loan Documents; 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 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, which shall be in form and substance reasonably acceptable to the Bank.

New Subsidiaries. With respect to If the Company or any new Subsidiary (other than an Unrestricted Excluded Subsidiary) proposes to create, acquire or capitalize any domestic Subsidiary (other than (x) an Excluded Foreign Subsidiary or an Immaterial Subsidiary(y) created a CFC Holdco) in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiaryotherwise), the Borrower willCompany shall, and will shall cause each of its Restricted such Subsidiary, to first (or substantially concurrently with such creation, acquisition or capitalization) (a) (1) cause such Subsidiary (other than (x) Excluded Subsidiaries toor (y) CFC Holdcos) to execute and deliver, promptly to Agent a Guaranty or (i2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent such amendments with respect to the Guarantee and Collateral Agreement Guaranty as the Administrative Agent reasonably deems necessary shall require in its sole discretion and (b) cause such Subsidiary (other than (x) Excluded Subsidiaries or (y) CFC Holdcos) to grant to the Administrative Agentdeliver, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiariesexecute and deliver, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockappropriate corporate resolutions, together with undated stock powers, in blank, executed opinions and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions other documentation reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative AgentAgent with respect to such Guaranty or joinder; provided, however, that, if such Subsidiary’s execution and delivery of the Guaranty or a joinder with respect thereto would result in material adverse tax consequences to the Company and its Subsidiaries (iv) if requested as reasonably determined by the Administrative Company in consultation with the Agent) as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Guaranty or such joinder, or deliver the related resolutions, opinions or other documents, under this Section. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent thereof and provide an updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary or CFC Holdco shall cease to be an Excluded Subsidiary or a CFC Holdco, as the case may be, for any reason and to the Administrative extent any such Excluded Subsidiary or CFC Holdco, as the case may be, may do so without violating federal, state or local laws or regulations applicable to it, the Company shall promptly notify the Agent legal opinions relating thereof and such Subsidiary shall promptly execute and deliver the Guaranty or joinder and deliver such other opinions, resolutions and other documentation as is provided above with respect to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative AgentNew Subsidiaries.

New Subsidiaries. With No Borrower Party shall, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than wholly-owned indirect foreign Subsidiaries or those listed on Schedule 6.5; provided, however, that the Borrower Parties may create new wholly owned direct or indirect Subsidiaries after the Closing Date so long as at the time of the formation of any such direct or indirect Subsidiary of any Borrower Party, the Borrower Parties, or any of them, as appropriate, shall (a) cause each new domestic Subsidiary to provide to the Agent a joinder agreement in the form of Exhibit D hereto (a "Guarantor Joinder Agreement"), a supplement to the Subsidiary Guaranty, a supplement to the Security Agreement, and such other security documents requested by the Agent in its discretion, together with appropriate UCC-1 financing statements, all in form and substance satisfactory to the Agent, (b) provide to the Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, pledging all direct or beneficial ownership interests in each new domestic Subsidiary, in form and substance satisfactory to the Agent, (c) provide to Agent a pledge agreement with respect to any new Subsidiary foreign Subsidiaries directly owned by a Borrower Party a pledge by such Borrower of not less than sixty-five percent (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary65%) created or acquired (including, without limitation, upon of the creation or acquisition equity interests of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower willsuch foreign Subsidiaries, and will cause each of its Restricted Subsidiaries to, promptly (id) execute and deliver to provide to the Administrative Agent such amendments all other documentation, including one or more opinions of counsel satisfactory to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest which in the Capital Stock of such new Subsidiary that its opinion is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the supplements described above by each new Restricted domestic subsidiary, such domestic Subsidiary (but no security interest shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any Guaranty Joinder Agreement shall not require the consent of any Borrower Party hereunder. The rights and obligations of each Borrower Party hereunder shall remain in full force and effect notwithstanding the addition of any Guarantor hereunder. Any document, agreement or instrument executed or issued pursuant to this Section 7.20 shall be granted in any real property), including the filing a "Loan Document" for purposes of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agentthis Agreement.

New Subsidiaries. With respect to any new Each Material Subsidiary (other than an Unrestricted Subsidiaryof Versar that is in existence on, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created formed or acquired (includingon or after, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Date, shall become a Borrower, jointly and severally liable with each other Borrower or any of its Restricted Subsidiaries (which, for the purposes payment in full of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower willObligations, and will Versar shall cause each such Subsidiary to satisfy each of its Restricted Subsidiaries to, promptly the following conditions on or before the date on which such Subsidiary is formed or acquired: (i) Such Subsidiary shall execute and deliver to the Administrative Agent such amendments to Bank a joinder agreement on the Guarantee and Collateral Agreement Bank’s form therefor, and, within 30 days after the acquisition or formation, as the Administrative Agent reasonably deems necessary to grant to the Administrative Agentappropriate, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned any other Loan Documents required by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver Bank to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, be executed and delivered by said Subsidiary. (ii) All legal matters incident to such Subsidiary’s becoming a duly authorized officer of Borrower shall be reasonably satisfactory to counsel for the Borrower Bank and the Subsidiary shall execute and deliver to the Bank, within 30 days after its acquisition or any of its Restricted Subsidiariesformation, such additional documents and certificates relating to the Loan as applicable, the Bank reasonably may request. (iii) cause The Bank shall have received, within 30 days after said acquisition or formation, an opinion of counsel to such new Restricted Subsidiary (A) to become a party Subsidiary, addressed to the Guarantee and Collateral AgreementBank, (B) to take covering such actions matters as the Bank may reasonably necessary to grant to the Administrative Agentrequest, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and Bank. (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be Financing statements in customary form and substance, and from counsel, substance reasonably satisfactory to the Administrative AgentBank shall have been properly filed in each office where necessary to perfect the security interest of the Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) termination statements shall have been filed with respect to any 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 (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; copies of evidence of all actions taken by such Subsidiary to authorize the execution and delivery of the applicable Loan Documents; 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 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, which shall be in form and substance reasonably acceptable to the Bank.

New Subsidiaries. With (a) An Obligor may form or acquire new Subsidiaries which are not Excluded Subsidiaries (subject, with respect to Permitted Acquisitions, to the conditions set forth in Section 9.12 hereof) or convert an Excluded Subsidiary to an Obligor so long as: (i) such Subsidiary is organized under the laws of the United States or any new state or territory thereof, (ii) promptly upon any such formation, acquisition or conversion (but no later than thirty (30) days after the formation, acquisition or conversion thereof), (A) such Obligor shall cause any such Subsidiary to execute and deliver to Agent: (1) a Guarantor Joinder Agreement pursuant to which such Subsidiary (x) absolutely and unconditionally guarantees payment of any and all present and future Obligations of Borrowers to Agent and (y) grants to Agent a first and prior security interest and lien upon all of the assets of such Subsidiary which constitute Collateral subject to Permitted Liens or Liens otherwise consented to in writing by Agent, and (2) such other than an Unrestricted agreements, documents and instruments as Agent may reasonably require which shall be reasonably satisfactory in form and substance to Agent, including, but not limited to, supplements and amendments hereto, authorization to file UCC financing statements, Collateral Access Agreements (to the extent required to be delivered pursuant to the terms hereof) and other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, corporate resolutions and other organization and authorizing documents of such Person, and opinions of counsel (in connection with Permitted Acquisitions), (B) such Obligor shall execute and deliver to Agent in form and substance satisfactory to Agent, a pledge and security agreement granting to Agent a first pledge of and lien on all of the issued and outstanding shares of Capital Stock of such Subsidiary, an Excluded Foreign Subsidiary and (C) such Obligor shall deliver the original stock certificates evidencing such shares of Capital Stock (or an Immaterial such other evidence as may be issued in the case of a limited liability company) together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a limited liability company). (iii) Agent shall have received, in form and substance satisfactory to Agent, evidence that Agent has valid and perfected security interests in and liens upon all of the assets of such Subsidiary, to the extent such assets constitute Collateral hereunder, and (iv) created or acquired (includingas of the date of the organization, without limitation, upon the creation formation or acquisition of any Subsidiary that is a Division SuccessorObligor and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing. (b) An Obligor may form or acquire Excluded Subsidiaries on and after the Effective Date date hereof so long as on the date of such formation or acquisition and immediately after giving effect thereto, the conditions set forth in Section 9.12(c) hereof are satisfied. Unless such Person has been designated by Administrative Borrower as an Excluded Subsidiary in accordance with Section 9.12(c) hereof, Administrative Borrower shall designate such newly formed or acquired Person as an Excluded Subsidiary promptly upon such formation or acquisition in a writing by Administrative Borrower delivered to Agent. (c) With respect to the Borrower formation of an Obligor or conversion of an Excluded Subsidiary to an Obligor pursuant to this Section (other than a Retail Store Subsidiary in the United States), in no event shall any Inventory, Credit Card Receivables or Installment Sales Receivables of its Restricted Subsidiaries (whichany new Obligor be deemed Eligible Inventory, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases Eligible Credit Card Receivables or Eligible Installment Sales Receivables be or be deemed to be an Unrestricted SubsidiaryEligible Inventory, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Eligible Credit Card Receivables and/or Eligible Installment Sales Receivables until Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, shall have conducted a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement field examination with respect to such new Restricted Subsidiary (but no security interest assets and the results of such field examination and other due diligence shall be granted in any real property)reasonably satisfactory to Agent, including and then only to the filing of Uniform Commercial Code financing statements in extent the criteria for Eligible Inventory, Eligible Credit Card Receivables and Eligible Installment Sales Receivables set forth herein are satisfied with respect thereto (as such jurisdictions as reasonably criteria may be required reasonably modified by Agent to reflect the Guarantee results of Agent’s field examination including any separate advance percentage with respect to such Inventory, Credit Card Receivables or Installment Sales Receivables or Reserves as Agent may reasonably determine but otherwise in accordance with the definitions of Eligible Inventory, Eligible Credit Card Receivables and Collateral Agreement Eligible Installment Sales Receivables. Upon the reasonable request of Agent, if practicable, the Inventory, Credit Card Receivables or Installment Sales Receivables of such Obligor shall be separately identified and reported to Agent in a manner reasonably satisfactory to Agent for a time period reasonably satisfactory to Agent. In addition, if the new Obligor is seeking to have Inventory included in the Borrowing Base, Agent shall require an appraisal thereof in form and containing assumptions and appraisal methods reasonably satisfactory to Agent by law or as an appraiser reasonably may be requested by the Administrative acceptable to Agent, on which Agent and Lenders are expressly permitted to rely (C) and any Inventory to deliver to be included in the Administrative Agent a closing certificate Borrowing Base of such new Restricted Subsidiary, which certificate Obligor shall only be included in the form and substance reasonably satisfactory Borrowing Base to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative extent that Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agenthas received such appraisal with respect thereto).

New Subsidiaries. With respect to any new Each Subsidiary (other than an Unrestricted Subsidiaryof Versar that is in existence on, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created formed or acquired (includingon or after, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Date, shall become a Borrower, jointly and severally liable with each other Borrower or any of its Restricted Subsidiaries (which, for the purposes payment in full of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower willObligations, and will Versar shall cause each such Subsidiary to satisfy each of its Restricted Subsidiaries to, promptly the following conditions on or before the date on which such Subsidiary is formed or acquired: (i) Such Subsidiary shall execute and deliver to the Administrative Agent such amendments to Bank a joinder agreement on the Guarantee and Collateral Agreement Bank's form therefor, and, within 30 days after the acquisition or formation, as the Administrative Agent reasonably deems necessary to grant to the Administrative Agentappropriate, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned any other Loan Documents required by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver Bank to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, be executed and delivered by said Subsidiary. (ii) All legal matters incident to such Subsidiary's becoming a duly authorized officer of Borrower shall be reasonably satisfactory to counsel for the Borrower Bank and the Subsidiary shall execute and deliver to the Bank, within 30 days after its acquisition or any of its Restricted Subsidiariesformation, such additional documents and certificates relating to the Loan as applicable, the Bank reasonably may request. (iii) cause The Bank shall have received, within 30 days after said acquisition or formation, an opinion of counsel to such new Restricted Subsidiary (A) to become a party Subsidiary, addressed to the Guarantee and Collateral AgreementBank, (B) to take covering such actions matters as the Bank may reasonably necessary to grant to the Administrative Agentrequest, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and Bank. (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be Financing statements in customary form and substance, and from counsel, substance reasonably satisfactory to the Administrative AgentBank shall have been properly filed in each office where necessary to perfect the security interest of the Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) termination statements shall have been filed with respect to any 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 (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 (3) 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, which shall be in form and substance reasonably acceptable to the Bank.

New Subsidiaries. With respect to If the Company or any new domestic Subsidiary (other than an Unrestricted Excluded Subsidiary) proposes to create, acquire or capitalize any domestic Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiaryotherwise), the Borrower willit shall first (or substantially concurrently with such creation, acquisition or capitalization) (a) (1) cause such Subsidiary (other than Excluded Subsidiaries) to execute and will cause each of its Restricted Subsidiaries todeliver, promptly to Agent a Guaranty or (i2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent such amendments with respect to the Guarantee and Collateral Agreement Guaranty as the Administrative Agent reasonably deems necessary shall require in its sole discretion and (b) cause such Subsidiary (other than Excluded Subsidiaries) to grant to the Administrative Agentdeliver, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiariesexecute and deliver, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockappropriate corporate resolutions, together with undated stock powers, in blank, executed opinions and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions other documentation reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative AgentAgent with respect to such Guaranty or joinder; provided, however, that, if such Subsidiary is a Foreign Subsidiary and (iv) if requested by its execution and delivery of the Administrative Agent, deliver Guaranty or a joinder with respect thereto would result in material adverse tax consequences to the Administrative Company and its Subsidiaries as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Guaranty or such joinder, or deliver the related resolutions, opinions or other documents, under this Section. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent legal opinions relating thereof and provided an updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary shall cease to be an Excluded Subsidiary for any reason and to the matters described aboveextent any Excluded Subsidiary may do so without violating federal, which opinions state or local laws or regulations applicable to it, the Company shall be in customary form promptly notify the Agent thereof and substancesuch Subsidiary shall promptly execute and deliver the Guaranty or joinder and deliver such other opinions, resolutions and from counsel, reasonably satisfactory other documentation as is provided above with respect to the Administrative AgentNew Subsidiaries.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiarya) created or acquired (including, without limitation, upon Upon the creation Borrower’s formation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted new Subsidiary, an Excluded Foreign other than the Trust Subsidiary or an Immaterial Subsidiary(and specifically excluding Unrestricted Subsidiaries), the Borrower will, and will shall cause each of its Restricted Subsidiaries to, such Subsidiary to promptly (i) execute and deliver to the Administrative Agent a Joinder Agreement with such amendments to the Guarantee and Collateral Agreement modifications thereto as the Administrative Agent may reasonably deems necessary to grant to the Administrative Agent, request for the benefit purpose of the Secured Parties, a perfected first priority security interest in the Capital Stock of joining such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral AgreementGuaranty. In connection therewith, (B) the Borrower shall provide, contemporaneously with the delivery of its financial statements pursuant to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real propertySection 6.01(b), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiarycorporate documentation and, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, opinion letters reasonably satisfactory to the Administrative Agent reflecting the corporate status of such Subsidiary and the enforceability of such Joinder Agreement; provided, that upon the Administrative Agent’s written request, the Borrower shall promptly provide such corporate documentation with respect to any previously formed or acquired Subsidiary for which such items have not previously been provided, and shall thereafter provide such corporate documentation contemporaneously with the execution and delivery of each Joinder Agreement in connection with any subsequent formation or acquisition of any new Subsidiary. With respect to the Trust Subsidiary, the Borrower shall provide to the Administrative Agent corporate and other related documentation as requested by the Administrative Agent. (b) Upon the occurrence of any Event of Default, the Borrower shall cause all Unrestricted Subsidiaries to promptly execute and deliver to the Administrative Agent legal opinions relating a Joinder Agreement with such modifications thereto as the Administrative Agent may reasonably request for the purpose of joining such Persons as parties to the matters described aboveGuaranty, which opinions unless such Unrestricted Subsidiary is bound by a Contractual Obligation preventing such joinder. In connection therewith, the Borrower shall be in customary form provide, contemporaneously with the execution and substancedelivery of each such Joinder Agreement, and from counselcorporate documentation (to the extent not previously provided to the Administrative Agent) and, if requested by the Administrative Agent, opinion letters reasonably satisfactory to the Administrative AgentAgent reflecting the corporate status of each such Unrestricted Subsidiary and the enforceability of such Joinder Agreement.

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the creation or acquisition of any Subsidiary that is of Borrower (other than a Division SuccessorForeign Subsidiary) after the Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Restricted Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower willshall, and will shall cause each of its Restricted Subsidiaries to, promptly : (ia) execute and deliver grant or cause to the Administrative Agent such amendments be granted to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured PartiesAgents and the Lenders, a perfected perfected, first priority security interest in the all Capital Stock of in such new Subsidiary that is owned by the Borrower or any its Domestic Subsidiaries (to the extent such Capital Stock is not already so pledged to Administrative Agent); (b) cause each such Subsidiary to Guarantee the payment and performance of its Restricted Subsidiaries, as applicable, the Obligations by executing and delivering to Administrative Agent an appropriate Guaranty; and (iic) cause each such Subsidiary to execute and deliver to the Administrative Agent the certificates representing an appropriate Security Agreement and such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, other Security Documents as applicable, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions Administrative Agent may reasonably necessary request to grant to the Administrative Agent, for the benefit of the Secured PartiesAgents and the Lenders, a perfected perfected, first priority Lien (except for Permitted Liens, if any) on all Property of such Subsidiary in order to secure such Subsidiary's Guaranty. Contemporaneously with the issuance of any additional Capital Stock of any Subsidiary of Borrower, Borrower shall, and shall cause each of its Subsidiaries to, grant or cause to be granted to Administrative Agent, for the benefit of the 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 Collateral described extent such Capital Stock are already not so pledged to Administrative Agent). 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 reasonably acceptable to Administrative Agent. Notwithstanding anything to the Guarantee contrary contained in this Section 7.3, (i) neither Borrower nor any ----------- Subsidiary of Borrower shall be obligated to pledge more than 65% of each class of the issued and Collateral outstanding capital stock of any Foreign Subsidiary that is a direct, wholly-owned Subsidiary of Borrower or its Domestic Subsidiaries or to pledge any Capital Stock of any Subsidiary of any such Foreign Subsidiaries, (ii) no Foreign Subsidiary shall be obligated to execute a Guaranty guaranteeing payment or performance of the Obligations, and (iii) no Foreign Subsidiary shall be obligated to execute a Security Agreement securing payment or performance of the Obligations. In connection with respect and in addition to the foregoing, Borrower and its Subsidiaries shall execute and/or deliver such new Restricted Subsidiary further agreements, documents and instruments (but no security interest shall including, without limitation, stock certificates, stock powers, and financing statements) as Administrative Agent may reasonably request in order for it to obtain and maintain the perfected, first priority Liens to be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.accordance with this Section 7.3. -----------

New Subsidiaries. With respect to any new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the If Borrower or any of its Restricted Subsidiaries Guarantor shall form or acquire any Subsidiary on or after the date hereof, (which, for the purposes of this paragraph, a) Borrower or such Guarantor shall include promptly cause any existing Restricted such Subsidiary that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent such amendments Agent, in form and substance satisfactory to the Guarantee Agent, (i) an absolute and Collateral Agreement as the Administrative Agent reasonably deems necessary unconditional guarantee of payment of any and all present and future Obligations, (ii) a security agreement granting to grant to the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a perfected first priority security interest in and lien on all of the Capital Stock assets of such new Subsidiary that is owned (except as otherwise consented to by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicablewriting), (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of related Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee Financing Statements (and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the form and substance reasonably satisfactory to the Administrative Agentsimilar lien registrations), and (iv) if requested by the Administrative such other agreements, documents and instruments as Agent may require, including, but not limited to, supplements and amendments hereto and other loan agreements or instruments evidencing indebtedness of such new Subsidiary to Agent and Lenders, and (b) promptly upon Agent’s request (i) Borrower or such Guarantor shall execute and deliver to Agent in form and substance satisfactory to Agent, a pledge and security agreement granting to Agent, for the ratable benefit of Lenders, a pledge of and lien on all of the issued and outstanding shares of Capital Stock of such Subsidiary, and (ii) such Borrower or Guarantor shall deliver to Agent the Administrative Agent legal opinions relating original stock certificates evidencing such shares of Capital Stock (or such other evidence as may be issued in the case of a partnership or limited liability company) together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a partnership or limited liability company) ; provided, that, (x) any Subsidiary of Borrower or Guarantor that is not incorporated or formed under the United States of America or a political subdivision thereof shall not be required to guaranty or pledge its assets to secure any Obligations other than the matters described above, which opinions Obligations of UK Borrower and (y) to secure the Obligations of Borrowers and Guarantors (other than UK Borrower) the pledge of shares of Capital Stock of any Subsidiary of a Borrower or Guarantor that is not incorporated or formed under the United States of America or a political subdivision thereof shall be in customary form not exceed sixty-five (65%) percent of all of the issued and substance, and from counsel, reasonably satisfactory to the Administrative Agentoutstanding shares of Capital Stock of such Subsidiary.