Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 45 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit E, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent Lender (together with undated stock powers signed in blank) and pledged to the Agent Lender pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Lender in its reasonable discretion and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentLender. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Lender (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Lender pursuant to an appropriate pledge agreement(s) in form acceptable to the Lender in its reasonable discretion and cause such Person to deliver such other documentation as the Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Lender. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. As soon as practicable At the time any Person becomes a direct Subsidiary of a Credit Party or at the time any Person that is not a Guarantor hereunder becomes a guarantor under the Subordinated Indenture, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if such Person is a Domestic Subsidiary or if such Person has become a guarantor under the Subordinated Indenture, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person to (i) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiie) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As (a) In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Domestic Subsidiary and (y) the Borrowers shall cause such Person (i) to become a party to a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by joining the appropr▇▇▇▇ ▇▇▇▇▇▇▇y Agreement or executing a new Security Agreement and filing such UCC-1 financing statements or similar instruments required by the Administrative Agent, (iii) if such Domestic Subsidiary owns Stock in another Person, to become a party to the appropriate Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Domestic Subsidiary would have provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been a Credit Party on the Closing Date. In addition, such Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(a), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(a) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (b) In the event that, subsequent to the Closing Date, any Person becomes a Material Foreign Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Material Foreign Subsidiary and, at the request of the Administrative Agent (y) the Borrowers shall cause such Person (i) to execute a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by executing a Securit▇ ▇▇▇▇▇▇▇▇▇ or other appropriate security instrument and filing financing statements or similar instruments required by the Administrative Agent, (iii) if such Foreign Subsidiary owns Stock in another Person, to execute a Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Material Foreign Subsidiary would have provided and taken pursuant to Section 6.01 if such Material Foreign Subsidiary had been a Credit Party on the Closing Date. In addition, Borrowers shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations or Sterling Obligations, as the case may be, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(b), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(b) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (c) The Borrowers (other than the Sterling Borrower) shall use all reasonable endeavors to procure that: (i) the Sterling Borrower delists, converts to a private limited company, completes the Whitewash Procedure, executes the Sterling Borrower Guaranty and the UK Security Amendment Agreement as soon as reasonably and legally practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary five months of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, Unconditional Date; and (ii) if such Person owns each member of the Sterling Borrower Group (other than dormant companies) and any other member of the Sterling Borrower Group which is or leases becomes a Material Foreign Subsidiary after the date hereof, delists where necessary, converts to a private company, completes the Whitewash Procedures and executes a UK Subsidiary Guaranty Accession Agreement and a UK Security Accession Agreement as soon as reasonably and legally practicable and in any real property located event within five months of the Unconditional Date (or in the United States case of America any subsequent Material Foreign Subsidiary within the later of five months from the Unconditional Date or two months of it becoming a Material Foreign Subsidiary). (d) For purposes of this Section 8.09, if any UK Subsidiary that is a Dormant Subsidiary as of the Closing Date becomes an Active Subsidiary, the Borrowers shall and deemed shall cause to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and taken all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation actions as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability would be required of the documentation referred to aboveBorrowers and their Subsidiaries under subsections 8.09(a), all in form, content 8.09(b) and scope reasonably satisfactory to the Agent.8.09

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person ------------ is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent and (c) cause such Person to (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Agent (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of the capital stock Borrower or a Domestic Subsidiary) of the Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person (if such Person is a Domestic Subsidiary) to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered by the Agent all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(f), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Material Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC) prior to a Credit Improvement Date, the Company shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Schedule 7.12Exhibit E, (b) execute an appropriate pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will be effective only during the Collateral Period and which will obligate the Company to, upon the occurrence of the Collateral Effective Date (or within 30 days of the notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and Collateral Agent, (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of cause such Subsidiaries (together with undated stock powers signed in blank) Person to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (ii) if which pledge agreement will be effective only during the Collateral Period and which will obligate such Person owns to, upon the occurrence of the Collateral Effective Date (or leases any real property located in within 30 days of the United States notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause all of America the capital stock of its Domestic Subsidiaries and deemed 65% of the capital stock of its Material First Tier Foreign Subsidiaries to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (iiid) deliver deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)) and, all in form, content and scope reasonably satisfactory to if the Agent.Collateral Period shall have

Additional Credit Parties. (a) As soon as practicable and in any event within 30 45 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent Lenders with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit E, (b) subject to the terms of the Intercreditor Agreement, cause 100% of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers or copies thereof, as applicable, signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent in its reasonable discretion and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Lenders with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall, subject to the terms of the Intercreditor Agreement, cause 66% of the Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers or copies thereof, as applicable, signed in blank (unless, such stock powers are deemed unnecessary by the Collateral Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Collateral Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Collateral Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary. (A) If the Working Capital Lender is granted a Lien in any property of any Credit Party or any guarantor or any other person or entity as security for the Working Capital Facility, as in effect from time to time, the Lenders, shall also promptly receive a Lien in such property, subject to the terms of Intercreditor Agreement, pursuant to documentation reasonably 42 satisfactory to the Required Lenders and the Collateral Agent (including, without limitation, the additional collateral required by the Working Capital Lender pursuant to the Working Capital Amendment) and (B) if any Person guarantees, or otherwise becomes an obligor on, all or any portion of the Working Capital Facility, as in effect from time to time, a comparable guaranty or other instruments is promptly obtained in favor of the Lenders in connection with the obligations hereunder, pursuant to documentation reasonably satisfactory to the Lenders.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent Trustee with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.12 and a guaranty agreement substantially in the form of Exhibit A to the Collateral Trust Agreement, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Agent (Trustee together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Trustee in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and pledged to the Agent Trustee pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Trustee and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America America, deliver to the Trustee with respect to such real property documents, instruments and deemed other items of the types required to be material by the Agent or the Required Lenders delivered pursuant to Section 5.1(f) all in its or their sole reasonable discretionform, execute any content and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable scope reasonably satisfactory to the Agent Trustee and (iiiii) deliver such other documentation as the Agent Trustee may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Trustee's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (d), (e), (f) and (g), all in form, content and scope reasonably satisfactory to the AgentTrustee.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person ------------ is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as practicable an Unencumbered Property, Unencumbered Eligible Land 65 or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic such event) such Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall shall: (ai) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) Guaranty in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Exhibit 7.12(a) and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, information regarding the real estate title insurance policies, environmental reports, landlord's waiversproperty owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Agreement and the Indenture. (b) BOP may designate as guarantors of the Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each Lender shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in respect of any such proposed Guarantor. The guarantees executed by the Guarantors pursuant to this Section 7.12(b) (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall be in substantially the same form of Exhibit 7.12(b) (or such other form as is reasonably acceptable to the Administrative Agent), shall otherwise be reasonably acceptable to the Administrative Agent, and shall be acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to accept such Additional Guarantees on their behalf in accordance with this Section 7.12(b). No Additional Guarantee shall affect the obligations of the Borrowers hereunder. In the absence of an Event of Default, the Lenders irrevocably authorize the Administrative Agent, upon receipt of a certificate from a Responsible Officer, to release any Additional Guarantor from its obligations under its Additional Guarantee at the sole discretion of the Administrative Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 days after any Person (other than Bradson Corporation which is a Borrower to this Agreement as of the Closing Date and any other Target that becomes a direct or indirect Borrower pursuant to Section 7.26(b)) becomes a Subsidiary of any Credit Party, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (i) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the Borrowersame form as Exhibit G-1, (ii) cause 100% (or, if less, the Borrower full amount owned by the applicable Credit Party) if such Person is a Domestic Subsidiary of a Credit Party or 66% (or, if less, the full amount owned by the applicable Credit Party) if such Person is a direct Foreign Subsidiary of a Credit Party of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Subject to the written approval by the Required Lenders, upon any Target becoming a Subsidiary of any Credit Party, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit G-2, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's ’s waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. As (a) In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Domestic Subsidiary and (y) the Borrowers shall cause such Person (i) to become a party to a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by joining the appropr▇▇▇▇ ▇▇▇▇▇▇▇y Agreement or executing a new Security Agreement and filing such UCC-1 financing statements or similar instruments required by the Administrative Agent, (iii) if such Domestic Subsidiary owns Stock in another Person, to become a party to the appropriate Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Domestic Subsidiary would have provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been a Credit Party on the Closing Date. In addition, such Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(a), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(a) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (b) In the event that, subsequent to the Closing Date, any Person becomes a Material Foregin Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Material Foreign Subsidiary and, at the request of the Administrative Agent (y) the Borrowers shall cause such Person (i) to execute a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all of its personal property by executing a Securit▇ ▇▇▇▇▇▇▇▇▇ or other appropriate security instrument and filing financing statements or similar instruments required by the Administrative Agent, (iii) if such Foreign Subsidiary owns Stock in another Person, to execute a Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Material Foreign Subsidiary would have provided and taken pursuant to Section 6.01 if such Material Foreign Subsidiary had been a Credit Party on the Closing Date. In addition, Borrowers shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations or Sterling Obligations, as the case may be, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(b), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(b) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (c) The Borrowers (other than the Sterling Borrower) shall use all reasonable endeavors to procure that: (i) the Sterling Borrower delists, converts to a private limited company, completes the Whitewash Procedure, executes the Sterling Borrower Guaranty and the UK Security Amendment Agreement as soon as reasonably and legally practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary five months of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, Unconditional Date; and (ii) if such Person owns each member of the Sterling Borrower Group (other than dormant companies) and any other member of the Sterling Borrower Group which is or leases becomes a Material Foreign Subsidiary after the date hereof, delists where necessary, converts to a private company, completes the Whitewash Procedures and executes a UK Subsidiary Guaranty Accession Agreement and a UK Security Accession Agreement as soon as reasonably and legally practicable and in any real property located event within five months of the Unconditional Date (or in the United States case of America any subsequent Material Foreign Subsidiary within the later of five months from the Unconditional Date or two months of it becoming a Material Foreign Subsidiary). (d) For purposes of this Section 8.09, if any UK Subsidiary that is a Dormant Subsidiary as of the Closing Date becomes an Active Subsidiary, the Borrowers shall and deemed shall cause to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and taken all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation actions as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability would be required of the documentation referred to aboveBorrowers and their Subsidiaries under subsections 8.09(a), all in form, content 8.09(b) and scope reasonably satisfactory to the Agent.8.09

Additional Credit Parties. As soon as practicable and in any event within 30 days after Contemporaneously with any Person becomes becoming a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ai) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit I, (bii) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent and (c) cause such Person to (i) if such Person has any Domestic SubsidiariesPermitted Liens, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent. Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower (Borrower covenants and agrees that any Permitted Acquisition of Foreign Subsidiary shall be accomplished as a direct Foreign Subsidiary of either Borrower or any Domestic Subsidiary of Borrower), the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT 7.13, (b) cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Agent and Collateral Agent, (c) cause such Person pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable substantially similar to the Agent Mortgages or the Leasehold Mortgages, as the case may be, with appropriate covenants as necessary and (iiif) deliver such other documentation as the Administrative Agent or Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentAgents.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ai) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute become a Guarantor by executing a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit F-1, (bii) cause 100% (or, if less, the full amount owned by the applicable Credit Party) if such Person is a Domestic Subsidiary of a Credit Party or 66% (or, if less, the full amount owned by the applicable Credit Party) if such Person is a direct Foreign Subsidiary of a Credit Party of the capital stock Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's ’s waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Notwithstanding Section 7.26(a)(i), if Borrowers desire that a Target (or, with the consent of the Administrative Agent, any other new Subsidiary) be a “Borrower” rather than a “Guarantor”, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Exhibit F-2, (b) cause 100% of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and (c) cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Parent shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit G, (b) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered and pledged to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and ), (c) cause such Person to (i) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A) deliver 100and pledge all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the capital stock of such the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiid) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent and (d) provide (i) to the Administrative Agent a new Schedule 6.15 which shall reflect the information regarding such new Subsidiary required by Section 6.15 and (ii) to the Collateral Agent, if applicable, a new Schedule 2(a) to the appropriate Pledge Agreement which shall reflect the pledge of the Capital Stock of such new Subsidiary.

Additional Credit Parties. As soon as practicable At the time any Person (other than Plastofilm Ltd.) becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 8.13 attached hereto, (b) cause 100% all of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person to pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, and (id) if such Person has any Domestic Subsidiaries, cause such Person to (A) deliver 100% all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed property, cause such Person to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Agent and Collateral Agent, (c) cause such Person pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable substantially similar to the Agent Mortgages or the Leasehold Mortgages, as the case may be, with appropriate covenants as necessary and (iiif) deliver such other documentation as the Administrative Agent or Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentAgents.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially The Company may at any time, upon not less than 10 Business Days’ notice from the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered Company to the Agent Lender (together with undated stock powers signed or such shorter period as may be agreed by the Lender in blankits sole discretion) and pledged designate any Approved LC Account Party (an “Applicant Credit Party”) as a Credit Party hereunder by delivering to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement Lender a duly executed notice and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of Exhibit C (a “Credit Party Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Credit Party becoming entitled to utilize the Pledge Agreement letter of credit facilities provided for herein the Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel, required consents, approvals, documentation and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America information required by regulatory authorities under applicable “know your customer” and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any anti-money laundering rules and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoingregulations, including, without limitation, appropriate UCC-1 financing statementsthe Patriot Act and the Beneficial Ownership Regulation, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall coveror information, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentLender, as may be required in its reasonable discretion. If the Lender determines that an Applicant Credit Party shall be entitled to become a Credit Party hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, required consents, approvals and other documents or information, the Lender shall promptly send a notice in substantially the form of Exhibit D (a “Credit Party Notice”) to the Company specifying the effective date upon which the Applicant Credit Party shall constitute a Credit Party for purposes hereof, whereupon the Lender shall issue Letters of Credit on behalf of such Credit Party hereunder, on the terms and conditions set forth herein, and such Applicant Credit Party shall be a Credit Party for all purposes of this Agreement; provided that no Letter of Credit Application may be submitted by or on behalf of such Credit Party until the date two Business Days after such effective date. Notwithstanding anything to the contrary contained in the foregoing, in no event shall the Lender be required to make Credit Extensions to an entity that becomes a Credit Party, or to permit Letters of Credit to be issued on behalf of an entity that becomes a Credit Party, that is organized in a jurisdiction that Lender is prohibited from lending into by law, rule, regulation or commercially reasonable internal policy. (b) Each Approved LC Account Party that is or becomes a Credit Party pursuant to this Section 2.10 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Facility Documents, including (i) the giving and receipt of notices, the making of any payments required hereunder and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Credit Parties, or by each Credit Party acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Credit Party joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Credit Party. (c) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Lender (or such shorter period as may be agreed by the Lender in its sole discretion), terminate a Credit Party’s status as such, provided that there are no outstanding Letters of Credit issued on behalf of such Credit Party, Unreimbursed Amounts outstanding on behalf of such Credit Party, or other amounts payable by such Credit Party on account of any Letters of Credit issued for its account, as of the effective date of such termination.

Additional Credit Parties. As soon as practicable and in any event within 30 days after Contemporaneously with any Person becomes becoming a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ai) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT L, (bii) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent and (c) cause such Person to (i) if such Person has any Domestic SubsidiariesPermitted Liens, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent. Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower (Borrower covenants and agrees that any Permitted Acquisition of Foreign Subsidiary shall be accomplished as a direct Foreign Subsidiary of either Borrower or any Domestic Subsidiary of Borrower), the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% of the capital stock Capital Stock of such Person to be ------------ delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(6) all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)above and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1, all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Material Domestic Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% such Credit Party to execute an appropriate pledge agreement in substantially the form of the capital stock Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will obligate such Credit Party to cause all of the equity interests of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and Collateral Agent, (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of cause such Subsidiaries (together with undated stock powers signed in blank) Person to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will obligate such Person to cause all of the equity interests of its Domestic Subsidiaries and 65% of the equity interests of its Material First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, (iid) if cause such Person owns or leases any real property located to execute a security agreement in substantially the United States same form of America the Security Agreements and deemed to be material by the Agent or the Required Lenders otherwise in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form reasonably acceptable to the Collateral Agent, which security agreement will obligate such Person to cause all of its personal property collateral to be pledged to the Collateral Agent, (e) cause such Person to execute and deliver to the Collateral Agent all such instruments, reports and other documents with respect to its Real Estate Collateral as required by the terms of Section 7.14 and (iiif) deliver deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)) and all appropriate UCC-1 financing statements or other similar documents, all in form, content and scope reasonably satisfactory to the Collateral Agent, relating to the Collateral.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Material Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC) or a "Credit Party" under the Credit Agreement, in each case prior to a Credit Improvement Date, the Company shall so notify the holders of the Notes and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Schedule 7.12Exhibit C, (b) execute an appropriate pledge agreement in substantially the form of the Pledge Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, which pledge agreement will be effective only during the Collateral Period and which will obligate the Company to, upon the occurrence of the Collateral Effective Date (or within 30 days of the notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause 100% all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if applicable, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and Collateral Agent, (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of cause such Subsidiaries (together with undated stock powers signed in blank) Person to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form reasonably acceptable to the Collateral Agent, (ii) if which pledge agreement will be effective only during the Collateral Period and which will obligate such Person owns to, upon the occurrence of the Collateral Effective Date (or leases any real property located in within 30 days of the United States notice referred to above if the Collateral Period shall have begun and shall then be continuing), cause all of America the capital stock of its Domestic Subsidiaries and deemed 65% of the capital stock of its Material First Tier Foreign Subsidiaries to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (iiid) deliver deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above)) and, if the Collateral Period shall have begun and shall then be continuing, appropriate UCC-1 financing statements, all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after the date thereof or, if earlier, contemporaneously with such Person becoming a guarantor of any Person becomes a direct or indirect Domestic Subsidiary other Indebtedness of the Borrower, the Borrower or any other Credit Party) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100% all of the capital stock Capital Stock ------------ of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock Capital Stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent, (iie) if such Person owns any real property in the United States, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form reasonably satisfactory to the Agent, (f) if such Person leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation as reasonably requested by the Agent and in a form acceptable reasonably satisfactory to the Agent and (iiig) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after Contemporaneously with any Person becomes becoming a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ai) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit J, (bii) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent and (c) cause such Person to (i) if such Person has any Domestic SubsidiariesPermitted Liens, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent. Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower (Borrower covenants and agrees that any Permitted Acquisition of Foreign Subsidiary shall be accomplished as a direct Foreign Subsidiary of either Borrower or any Domestic Subsidiary of Borrower), the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder.

Additional Credit Parties. As soon as practicable and in any event ------------------------- within 30 thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Agreement, (b) if such Person is a Subsidiary of a Credit Party (except if such Person is a Foreign Subsidiary which is not a direct Foreign Subsidiary of any Credit Party), cause 100% (or 65% if such Person is a direct Foreign Subsidiary of a Credit Party for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties) of the capital stock Capital Stock of such Person to be delivered to the Agent (Agent, together with undated stock powers signed in blank) blank (unless, with respect to a direct Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person), and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent and Permitted Liens, (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or, to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgageslocated elsewhere, deeds of trust, deeds cause such Person to secure debt or other appropriate real estate collateral documentation in form acceptable deliver to the Agent with respect to such real property (other than immaterial leased properties) documents, instruments and other items of the types required to be delivered pursuant to Section 6.12(b), all in form, content and scope satisfactory to the Agent, and (iiid) cause such Person to deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. (a) As soon as practicable and in any event within 30 thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of the BorrowerMaterial Subsidiary, the Borrower Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (ai) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (ii) cause (A) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Unrestricted Subsidiary) directly owned by a Credit Party and (b) cause 100% sixty-five percent (65%) of the capital stock issued and outstanding Capital Stock entitled to vote (within the meaning of such Person Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within thirty (30) days after any date on which any Domestic Subsidiary that does not individually constitute a Material Subsidiary (a “Non-Material Domestic Subsidiary”), constitutes, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the consolidated assets of Speedway Motorsports and its consolidated Subsidiaries as of the end of the immediately preceding fiscal quarter or generates, in the aggregate with all other Non-Material Domestic Subsidiaries, more than fifteen percent (15%) of the Consolidated EBITDA of Speedway Motorsports and its consolidated Subsidiaries for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Threshold Requirement”), the Borrowers shall provide the Administrative Agent with written notice thereof and cause such Domestic Subsidiary to provide an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, such that immediately after such joinder, the remaining Non-Material Domestic Subsidiaries shall not exceed the Threshold Requirement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers will promptly provide, or cause to be provided, to the Administrative Agent, an executed Joinder Agreement, together with the related deliveries set forth in clause (a)(ii) above, from any Subsidiary or Affiliate of Speedway Motorsports that gives a guaranty in respect of Funded Indebtedness (including without limitation the 2011 Senior Notes, any Additional Subordinated Debt and any Additional Senior Debt).

Additional Credit Parties. (a) As soon as practicable and in any event within 30 45 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent in its reasonable discretion and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) As soon as practicable and in any event within 180 days after any Person becomes a Material Foreign Subsidiary of any Credit Party, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause 66% of the Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent in its reasonable discretion and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent. It is specifically understood and agreed that no Material Foreign Subsidiary shall be required to pledge any of the Capital Stock of any Foreign Subsidiary owned by such Material Foreign Subsidiary.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Material Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers powers, if any, signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Agent, (d) if such Person has any Domestic Subsidiaries, Subsidiaries (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Agent and (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in form acceptable a form, content and scope satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as practicable an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic such event) such Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall shall: (ai) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) Guaranty in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Exhibit 7.12(a) and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, information regarding the real estate title insurance policies, environmental reports, landlord's waiversproperty owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Agreement and the Indenture. (b) BOP may designate as guarantors of the Obligations one or more limited partners of BOP (“Additional Guarantors”); provided that the Administrative Agent and each Lender shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in respect of any such proposed Guarantor. The guarantees executed by the Guarantors pursuant to this Section 7.12(b) (“Additional Guarantees”) shall not exceed $75,000,000 in the aggregate. The Additional Guarantees shall be guarantees of collection and not guarantees of payment, shall be in substantially the same form of Exhibit 7.12(b), shall otherwise be reasonably acceptable to the Administrative Agent, and shall be acknowledged by the Administrative Agent, effective upon their execution by the Additional Guarantors. To evidence the Lenders’ acceptance thereof, the Lenders hereby authorize the Administrative Agent to accept such Additional Guarantees on their behalf in accordance with this Section 7.12(b). No Additional Guarantee shall affect the obligations of the Borrowers hereunder. In the absence of an Event of Default, the Lenders irrevocably authorize the Administrative Agent, upon receipt of a certificate from a Responsible Officer, to release any Additional Guarantor from its obligations under its Additional Guarantee at the sole discretion of the Administrative Agent.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Material Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Collateral Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Material Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers powers, if any, signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent and (c) cause such Person to (i) if such Person is a Domestic Subsidiary, to pledge all of its assets to the Collateral Agent pursuant to a security agreement in substantially the form of Security Agreement and otherwise in a form acceptable to the Collateral Agent, (d) if such Person has any Domestic Subsidiaries, Subsidiaries (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Collateral Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Collateral Agent and (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments or other appropriate real estate collateral documentation in form acceptable a form, content and scope satisfactory to the Collateral Agent and (iiiii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Collateral Agent's Liens thereunder), all in form, content and scope reasonably satisfactory to the Collateral Agent.. SUBPART 2.24. AMENDMENT TO SECTION 7.14. Section 7.14 is amended in its entirety so that such section now reads as follows:

Additional Credit Parties. As soon as practicable and in any event within 30 days after Contemporaneously with any Person becomes becoming a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT J, and (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent Permitted Liens, and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder), all in form, content and scope reasonably satisfactory to the Agent. Contemporaneously with any Person becoming a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower, the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder.

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Material Domestic Subsidiary of the Borroweror a Material Foreign Subsidiary, the Borrower Credit Parties shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Material Domestic Subsidiary, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% (if such Person is a Material Domestic Subsidiary) or 65% (if such Person is a Material Foreign Subsidiary directly owned by the Parent or any Domestic Subsidiary) of the capital stock Equity Interests of such Person to be delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Material Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause if such Person to is a Material Domestic Subsidiary which (i) if such Person has owns any Domestic Subsidiaries, (A) deliver 100% of real property located in the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, United States or (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any cause such Person to (A) deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(g) all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiB) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (d), (e) and (f), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Lender and promptly thereafter (but in any event within 30 thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of cause such Person and shall (other than insurance Subsidiaries) to (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% all of the capital stock of such Person owned by the Borrower or any other Credit Party to be delivered to the Agent Lender (together with undated stock powers signed in blank) and pledged to the Agent Lender pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the Agent and Lender, (c) cause such Person pledge all of its assets to the Lender pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form reasonably acceptable to the Lender, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100% all of the capital stock of such Subsidiaries owned by such Person (together with undated stock powers signed in blank) to the Agent Lender and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form reasonably acceptable to the AgentLender, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiie) deliver such other documentation as the Agent Lender may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions opinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentLender.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (c) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent and (c) cause such Person to (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, Agent (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As (a) In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Domestic Subsidiary and (y) the Borrowers shall cause such Person (i) to become a party to a Guaranty Agreement as a new Guarantor, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ in all of its personal property by joining the appropriate Security Agreement or executing a new Security Agreement and filing such UCC-1 financing statements or similar instruments required by the Administrative Agent, (iii) if such Domestic Subsidiary owns Stock in another Person, to become a party to the appropriate Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Domestic Subsidiary would have provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been a Credit Party on the Closing Date. In addition, such Borrower shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(a), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(a) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (b) In the event that, subsequent to the Closing Date, any Person becomes a Material Foreign Subsidiary of any Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders of the creation or acquisition of such Material Foreign Subsidiary and, at the request of the Administrative Agent (y) the Borrowers shall, subject to compliance with applicable laws, cause such Person (i) to execute a Guaranty Agreement as a new Guarantor, (ii) to ▇▇▇▇▇ ▇ ▇▇▇▇ in all of its personal property by executing a Security Agreement or other appropriate security instrument and filing financing statements or similar instruments required by the Administrative Agent, (iii) if such Foreign Subsidiary owns Stock in another Person, to execute a Pledge Agreement, and (iv) to provide all relevant documentation with respect thereto and to take such other actions as such Material Foreign Subsidiary would have provided and taken pursuant to Section 6.01 if such Material Foreign Subsidiary had been a Credit Party on the Closing Date. In addition, Borrowers shall, or shall cause its Subsidiary owning such Person, to pledge all of the stock of such Person to the Administrative Agent as security for the Obligations or Sterling Obligations, as the case may be, pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent and the Lenders, and to deliver the original stock certificates evidencing such shares to the Administrative Agent, together with appropriate stock powers executed in blank. Each Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 8.09(b), the Administrative Agent shall have a valid and enforceable first priority Lien on the respective Collateral covered thereby, free and clear of all Liens other than Permitted Liens. All actions to be taken pursuant to this Section 8.09(b) shall be at the expense of the Domestic Borrower or the applicable Credit Party, shall be taken to the reasonable satisfaction of the Administrative Agent, and shall be taken within thirty (30) days following the date such Person becomes a Credit Party, whether pursuant to an acquisition or otherwise. (c) The Borrowers (other than the Sterling Borrower) shall use all reasonable endeavors to procure that: (i) the Sterling Borrower completes the Whitewash Procedure, executes the Sterling Borrower Guaranty and the UK Security Amendment Agreement as soon as reasonably and legally practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of no later than December 31, 2001; provided, however, if the BorrowerSterling Borrower does not complete the Whitewash Procedure prior to December 31, 2001 the Borrower Applicable Base Rate Margin and the Applicable LIBOR Margin shall provide be increased by 0.50% per annum until such time as the Agent with written notice thereof setting forth information in reasonable detail describing all of Whitewash Procedure is completed (the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, "Whitewash Interest Increase"); and (ii) if such Person owns each member of the Sterling Borrower Group (other than Dormant Subsidiaries) and any other member of the Sterling Borrower Group which is or leases becomes a Material Foreign Subsidiary after the date hereof, delists where necessary, converts to a private company, completes the Whitewash Procedures and executes a UK Subsidiary Guaranty Accession Agreement and a UK Security Accession Agreement as soon as reasonably and legally practicable and in any real property located event no later than December 31, 2001 (or in the United States case of America any subsequent Material Foreign Subsidiary within the later of December 31, 2001 or two months of its becoming a Material Foreign Subsidiary); provided, however, if each member of the Sterling Borrower Group (other than Dormant Subsidiaries) and deemed any other member of the Sterling Borrower Group which is or becomes a Material Foreign Subsidiary after the date hereof does not complete the Whitewash Procedure prior to December 31, 2001 the Applicable Base Rate Margin and the Applicable LIBOR Margin shall be increased by the Whitewash Interest Increase until such time as the Whitewash Procedure is completed (or in the case of any subsequent Material Foreign Subsidiary within the later of December 31, 2001 or two months of its becoming a Material Foreign Subsidiary). (d) For purposes of this Section 8.09, if any UK Subsidiary that is a Dormant Subsidiary as of the Closing Date becomes an Active Subsidiary, the Borrowers shall and shall cause to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and taken all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation actions as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability would be required of the documentation referred to aboveBorrowers and their Subsidiaries under subsections 8.09(a), all in form, content 8.09(b) and scope reasonably satisfactory to the Agent.8.09

Additional Credit Parties. As soon as practicable and in any event within 30 60 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as Schedule EXHIBIT 7.12, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit Party) or 65% (if such Person is a direct Foreign Subsidiary of a Credit Party) of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered by the Agent all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(e), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon The Borrower will (i) cause each of ------------------------- its Material Domestic Subsidiaries to be a Guarantor hereunder and (ii) cause 100% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the capital stock or other equity interest owned by the Borrower or any Domestic Consolidated Subsidiary of each Material Domestic Subsidiary and 65% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the capital stock or the other equity interest entitled to vote (within the meaning of Treas. Reg. Section 1.9562(c)(2)) ("Voting Equity") and 100% (or, if less, -------------- the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the capital stock or the other equity interest not entitled to vote (within the meaning of Treas. Reg. Section 1.9562(c)(2)) ("Non-Voting Equity") of each ----------------- Material Foreign Subsidiary owned by the Borrower or any Domestic Consolidated Subsidiary to be pledged to the Senior Creditor Agent (for the ratable benefit of the Lenders and Senior Noteholders) or to the Lenders and Senior Noteholders, as practicable the case may be, pursuant to the terms and conditions of the appropriate Pledge Agreement or a pledge agreement in form reasonably acceptable to the Senior Creditor Agent;provided, however, that, in the event that, as a result of -------- ------- any event within 30 days changes in the United States tax laws after the date hereof, the pledge to the Senior Creditor Agent (for the ratable benefit of the Lenders and the Senior Noteholders) or to the Lenders and Senior Noteholders, as the case may be, of any additional shares of capital stock of any Material Foreign Subsidiaries would not result in an increase in the aggregate net consolidated tax liabilities of the Borrower and its Subsidiaries, then all such additional shares of capital stock shall be pledged to the Senior Creditor Agent (for the ratable benefit of the Lenders and the Senior Noteholders) or to the Lenders and Senior Noteholders, as the case may be, pursuant to the terms and conditions of the appropriate Pledge Agreement or a pledge agreement in form reasonably acceptable to the Senior Creditor Agent; provided further, however, that, -------- ------- ------- notwithstanding the above, the Borrower shall not be required by this Section 7.11 to cause any of the capital stock or other equity interest of ▇▇▇▇▇▇▇ (Thailand) Co., Ltd. ("▇▇▇▇▇▇▇ Thailand") to be pledged to the Senior Creditor ---------------- Agent (for the ratable benefit of the Lenders and the Senior Noteholders) or to the Lenders and Senior Noteholders, as the case may be, until such time, if ever, as ▇▇▇▇▇▇▇ Thailand shall have assets equal to or greater than $5,000,000. In furtherance of the foregoing terms of this Section 7.11, the Borrower agrees that (a) at the time that any Person becomes a direct or indirect Material Domestic Subsidiary of or that the BorrowerBorrower elects to cause a Foreign Consolidated Subsidiary to become an Additional Credit Party, the Borrower shall provide so notify the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a1) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.127.11 attached hereto, (b2) if any ------------- capital stock or other equity interest is not evidenced by certificates, take all actions (including, without limitation, the filing of financing statements (or the equivalent thereof) under the Uniform Commercial Code (or similar statute) of all applicable jurisdictions) that may be necessary or that the Senior Creditor Agent may deem desirable to create, perfect and protect first priority liens on and security interests under the applicable jurisdictions in 100% (or, if less, the full amount directly owned by the Borrower and the full amount directly owned by each Domestic Consolidated Subsidiary) (if such Person is a Material Domestic Subsidiary) or 65% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) (if such Person is a Material Foreign Subsidiary) of the Voting Equity and 100% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the Non-Voting Equity of such Person to be pledged to the Senior Creditor Agent (for the ratable benefit of the Lenders and the Senior Noteholders) or to the Lenders and Senior Noteholders, as the case may be, pursuant to pledge agreement(s) in form reasonably acceptable to the Senior Creditor Agent, (3) if any capital stock or other equity interest of such Person is evidenced by certificates, cause 100% (or, if less, the full amount directly owned by the Borrower and the full amount directly owned by each Domestic Consolidated Subsidiary) (if such Person is a Material Domestic Subsidiary) or 65% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) (if such Person is a Material Foreign Subsidiary) of the capital stock Voting Equity and 100% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the Non-Voting Equity of such Person to be delivered to the Senior Creditor Agent (together with undated stock or other appropriate powers signed in blankblank (unless, with respect to a Foreign Subsidiary, such stock or other powers are deemed unnecessary by the Senior Creditor Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Senior Creditor Agent (for the ratable benefit of the Lenders and the Senior Noteholders) or to the Lenders and Senior Noteholders, as the case may be, pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form reasonably acceptable to the Senior Creditor Agent and (c4) cause such Person to (iA) if such Person has any Domestic Subsidiariesa Subsidiary which is a Material Foreign Subsidiary, (AI) deliver if any capital stock or other equity interest is not evidenced by certificates, to take all actions (including, without limitation, the filing of financing statements (or the equivalent thereof) under the Uniform Commercial Code (or similar statute) of all applicable jurisdictions) that may be necessary or that the Senior Creditor Agent may deem desirable to create, perfect and protect first priority liens on and security interests under the applicable jurisdictions in 65% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the Voting Equity and 100% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the Non-Voting Equity of such Subsidiary, (II) if any capital stock or other equity interest is evidenced by certificates, deliver 65% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the Voting Equity and 100% (or, if less, the full amount owned by the Borrower and each Domestic Consolidated Subsidiary) of the Non-Voting Equity of such Subsidiaries Subsidiary (together with undated stock or other appropriate powers signed in blankblank (unless such stock or other powers are deemed unnecessary by the Senior Creditor Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) to the Senior Creditor Agent and (BIII) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form reasonably acceptable to the Agent, (ii) if such Person owns or leases any real property located in Senior Creditor Agent with respect to the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt stock or other appropriate real estate collateral documentation in form acceptable to the Agent equity interest of each such Material Foreign Subsidiary and (iiiB) deliver such other documentation as the Senior Creditor Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove in this clause (a)), all in form, content and scope reasonably satisfactory to the Senior Creditor Agent., and

Additional Credit Parties. As soon (a) At any time a Subsidiary of the Borrowers that (1) is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as practicable an Unencumbered Property, Unencumbered Eligible Land or Unencumbered Construction-in-Process and (2) is not an Eligible Subsidiary, the Borrowers shall notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic such event) such Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall shall: (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) Guaranty in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Exhibit 7.12 and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiib) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, information regarding the real estate title insurance policies, environmental reports, landlord's waiversproperty owned by such Person, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that in the event any Subsidiary provides a Guaranty hereunder, it may also guaranty Indebtedness under the Revolving Credit Agreement, the Private Placement Notes and the Indenture. (b) From time to time the Borrowers may request that the Administrative Agent, on behalf of the Lenders, accept one or more indemnities or guarantees from unit holders of Borrowers as further inducement to Lender for providing the Loans hereunder, and promptly upon receipt of such request the Administrative Agent shall execute and deliver such documents or instruments as shall reasonably be requested and be reasonably acceptable to the Administrative Agent to reflect acceptance of delivery of such indemnities or guarantees on behalf of Lenders. No such indemnities or guaranties shall affect the obligations of the Borrowers hereunder.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT 7.13, (b) cause 100all of the capital stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock of such Person (if such Person is a Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreements and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the capital stock of such Domestic Subsidiaries and 65% of the capital stock of such Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement Agreements and otherwise in a form acceptable to the Agent, (iie) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionAmerica, execute any and all necessary mortgages, deeds of trust, deeds to secure debt debt, leasehold mortgages, collateral assignments of leaseholds or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 8.13 attached hereto, (b) cause 100all of the capital stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a direct Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause such Person to (i) if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, and (d) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A) deliver 100% all of the capital stock of such Domestic Subsidiaries and 65% of the stock of the direct Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (iie) if such Person is a Domestic Subsidiary and owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretionproperty, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in a form acceptable to the Agent and (iiif) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.12(a), (b) cause 100all of the Capital Stock of such Person (if it is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if it is a First Tier Foreign Subsidiary) to be delivered to the Collateral Agent (together with undated stock powers signed in blank) and pledged to the Collateral Agent pursuant to an appropriate pledge agreement(s) a joinder to the existing Pledge Agreement in substantially the same form of the Pledge Agreement and otherwise in form acceptable to the Agent and as Exhibit 7.12(b), (c) cause such Person to (i) if such Person is a Domestic Subsidiary and has any Domestic Subsidiaries, (A) deliver 100all of the Capital Stock of such Domestic Subsidiaries owned by it and 65% of the capital stock of such the First Tier Foreign Subsidiaries owned by it (together with undated stock powers signed in blank) to the Collateral Agent and (B) execute a pledge agreement joinder to the existing Pledge Agreement in substantially the same form of the Pledge Agreement and otherwise in form acceptable to the Agentas Exhibit 7.12(b), (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiid) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Collateral Agent and the Required Holders and (e) provide (i) to the Administrative Agent a new Schedule 6.15 which shall reflect the information regarding such new Subsidiary required by Section 6.15 and (ii) to the Collateral Agent, if applicable, a new Schedule 2(a) to the appropriate Pledge Agreement which shall reflect the pledge of the Capital Stock of such new Subsidiary.

Additional Credit Parties. As soon as practicable and in any event within 30 thirty (30) days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12EXHIBIT L, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable Collateral Documents, subject only to the Agent Permitted Liens, and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or, to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgageslocated elsewhere, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable deliver to the Agent with respect to such real property documents, instruments and other items deemed necessary by the Agent and the Required Lenders to create and perfect mortgage liens thereon, all in form, content and scope satisfactory to the Agent, and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder, all in form, content and scope reasonably satisfactory to the Agent. As soon as practical and in any event within thirty (30) days after any Person becomes a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower, the Borrower or such Domestic Subsidiary shall provide the Agent with written notice thereof and shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long as the pledge of any greater percentage would have adverse tax consequences to the Credit Parties), to be delivered to the Agent (together with undated stock powers signed in blank unless such stock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person) and to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the Collateral Documents, subject only to Permitted Liens and shall further deliver such other documentation as the Agent may reasonably request in connection with the foregoing including appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person which cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's liens thereunder, and shall include, without limitation, opinions of counsel to the Borrower in The Netherlands and Germany related to U-Gene and gmi to the extent reasonably required by the Agent), all in form, content and scope reasonably satisfactory to the Agent.