Common use of Additional Domestic Subsidiaries Clause in Contracts

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Domestic Subsidiary that is a Domestic not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualificationchange (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Borrower pursuant to this Agreement), as such time period may be extended by the Administrative Collateral Agent in its sole discretion, ) cause such Domestic Subsidiary Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Administrative Collateral Agent a duly executed supplement to the Guaranty Agreement and Security Agreement or such other document as the Administrative Collateral Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Collateral Agent, (iv) if such Equity Interests are certificatedto the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent certificated), (v) deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Collateral Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent.

Additional Domestic Subsidiaries. Promptly notify (but in any event within five days or such longer period to which the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent agree in its sole discretion, cause such ) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (ibut in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) become a Guarantor by delivering cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed supplement to the Guaranty Agreement or by such other document as the Administrative Agent shall deem appropriate for such purpose, Subsidiary; (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by unless such Domestic Subsidiary by delivering to the Collateral Agent is an Excluded Subsidiary, a Security Joinder Agreement, duly executed supplement to each applicable Security Document or by such other document as the Collateral Agent shall deem appropriate for such purpose and comply Subsidiary (with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual propertyall schedules thereto appropriately completed), ; (iii) deliver unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to the Administrative Agent such opinions, documents be delivered) and certificates referred to in Section 5.1 as may be reasonably if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) if such Equity Interests are certificateddelivered (or required to be delivered), deliver copies of the documents of the types referred to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vin Section 5.1(b)(i) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, certified by an Authorized Officer in form and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope substance reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly As of the date any Compliance Certificate referred to in Section 7.13(a) is required to be delivered, notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than or any Domestic Subsidiary ceasing to be an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to during the financial tests set forth in period covered by the definition of “Immaterial Subsidiary” Compliance Certificate (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such notice of such creation, acquisition or qualificationcessation, as such time period may be extended by the Administrative Agent in its sole discretion), and cause (A) such Domestic Subsidiary (other than an Excluded Subsidiary) to (i) become a Guarantor and grant a security interest in all personal and/or real property of such Domestic Subsidiary (subject to the exceptions specified in the Collateral Documents) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to Guaranty Joinder (as defined in the Guaranty Agreement or such other document Agreement) and a Joinder (as defined in the Administrative Agent shall deem appropriate for such purpose, Security Agreement) and (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates of the type referred to in Section 5.1 6.1 [Initial Loans and Letters of Credit] as may be reasonably requested by the Administrative Agent, Agent and (ivB) if such Subsidiary and each Loan Party that owns Equity Interests are certificated, of such Subsidiary to (i) deliver to the Collateral Administrative Agent such original certificated Equity Interests (if any) or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonDomestic Subsidiary, (vii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, Subsidiary and (viiii) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content form and scope reasonably satisfactory to the Administrative Agent; provided that any pledge of the Equity Interests of a Domestic Subsidiary that is a FSHCO shall be limited to sixty five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such Domestic Subsidiary. Notwithstanding the foregoing, such pledge by a Loan Party of the Equity Interests of a First Tier Foreign Subsidiary (other than an Australian Subsidiary) shall not be required to be granted and perfected under foreign law governed security documents.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of (i) the creation or acquisition of any Subsidiary that is a Domestic Subsidiary or any Foreign Subsidiary to the extent that a guaranty of such Foreign Subsidiary of the Secured Obligations would not have a material adverse consequence for the Borrower or any other Credit Party or result in a violation of Applicable Law (in each case other than an Excluded Immaterial Subsidiary) or if any (ii) a Subsidiary is required ceases to become a Guarantor pursuant to the financial tests set forth in the definition of “be an Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) , and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualification, change in status (as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary) (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC that is not an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), in each case, cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) except during a Collateral Release Period, grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the applicable Security Documents) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Joinder Agreement, Pledge Joinder Agreement or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, certificates and other documents and certificates referred to in Section 5.1 4.01 with respect to such Domestic Subsidiary as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificatedexcept during a Collateral Release Period, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver Domestic Subsidiary and the Equity Interests of any other Subsidiaries held by such Domestic Subsidiary and required to the Administrative Agent such updated Schedules be pledged pursuant to the Loan Documents as requested Documents, together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the Administrative Agent with respect to such Domestic Subsidiaryregistered owner thereof, and (viE) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with such Person becoming a Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary) (including, without limitation, upon the formation of any Subsidiary that is a Division Successor that is not an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), in each case, cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) except during a Collateral Release Period, grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the applicable Security Documents) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Joinder Agreement, Pledge Joinder Agreement or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, certificates and other documents and certificates referred to in Section 5.1 4.01 with respect to such Domestic Subsidiary as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificatedexcept during a Collateral Release Period, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver Domestic Subsidiary and the Equity Interests of any other Subsidiaries held by such Domestic Subsidiary and required to the Administrative Agent such updated Schedules be pledged pursuant to the Loan Documents as requested Documents, together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the Administrative Agent with respect to such Domestic Subsidiaryregistered owner thereof, and (viE) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with such Person becoming a Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of the creation or acquisition of event that (i) any Subsidiary that is a Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any Domestic Subsidiary becomes a guarantor or an Excluded Subsidiaryobligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (i), (ii) or if any Subsidiary is required to become a Guarantor pursuant to (iii), the financial tests set forth in Parent Borrower shall promptly notify the definition of “Immaterial Subsidiary” Administrative Agent and within ninety (including as a result of the aggregation tests set forth in such definition) and, within thirty (3090) days after such creation, acquisition or qualification, notification (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any such acquisition or merger shall be required to become a Guarantor if the Administrative Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement date of such acquisition or such other document as the Administrative Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such opinionsPerson, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and certificates referred enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items 93782947_8 of the type required to be delivered pursuant to Section 5.1(a), all in Section 5.1 as may be form, content and scope reasonably requested by satisfactory to the Administrative Agent, (ivD) if such the Equity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, Person and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify (but in any event within five days or such longer period to which the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent agree in its sole discretion, cause such ) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (ibut in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) become a Guarantor by delivering cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) a Guarantor Joinder Agreement, duly executed supplement to the Guaranty Agreement or by such other document as the Administrative Agent shall deem appropriate for such purpose, Subsidiary; (ii) grant a security interest in all Collateral (other than Excluded Assets) owned Security Joinder Agreement, duly executed by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply (with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual propertyall schedules thereto appropriately completed), ; (iii) deliver if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by the Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to the Administrative Agent such opinions, documents be delivered) and certificates referred to in Section 5.1 as may be reasonably if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) if such Equity Interests are certificateddelivered (or required to be delivered), deliver copies of the documents of the types referred to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vin Section 5.1(b)(i) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, certified by an Authorized Officer in form and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope substance reasonably satisfactory to the Administrative Agent; provided that none of the foregoing shall be required to be delivered with respect to any Domestic Subsidiary that (x) is owned by a Foreign Subsidiary or (y) has no material assets other than Equity Interests or Indebtedness of a Foreign Subsidiary.

Additional Domestic Subsidiaries. Promptly If any Loan Party shall form or directly acquire all or substantially all of the outstanding Equity Interests of a Material Subsidiary after the Closing Date, or a Subsidiary becomes a domestic Material Subsidiary after the Closing Date, the Borrower will notify the Administrative Agent of and the creation or acquisition of any Collateral Agent thereof and such Loan Party will cause such Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” Loan Party hereunder and under each applicable Collateral Document within fifteen (including as a result of the aggregation tests set forth in such definition15) and, within thirty (30) days Business Days after such creation, acquisition Subsidiary is formed or qualification, as acquired and promptly take such time period may be extended by actions to create and perfect Liens on such Subsidiary’s assets to secure the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document Secured Obligations as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose reasonably request in accordance with and comply with subject to the terms of each applicable Security Document (Collateral Documents; provided that no actions (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any nonof its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-U.S. jurisdiction owned Subsidiary; (B) to the extent doing so would (1) in order to perfect the Collateral Agent’s security interests case of any CFC or any assets of a CFC, result in any intellectual property)materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary; or (D) if, (iii) deliver to in the reasonable judgment of the Administrative Agent such opinionsand the Borrower, documents and certificates referred the cost of providing a Guarantee Obligation hereunder is excessive in relation to in Section 5.1 as may the benefits to be reasonably requested obtained by the Administrative Agent, (iv) if such Lenders therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are certificatedowned by or on behalf of any Loan Party, deliver such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Collateral Agent Secured Obligations within fifteen (15) Business Days after such original certificated Subsidiary is formed or such shares of Equity Interests or other certificates and stock or other transfer powers evidencing the Debt are acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of Equity Interests of such Person, (v) deliver Subsidiary to be pledged shall be limited to 65% of the Administrative Agent outstanding shares of Equity Interests of such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent).

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if after the date when a Domestic Subsidiary ceases to be an Excluded Subsidiary (and, in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationcessation, as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinionsopinions (if requested by the Administrative Agent), documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent such Equity Interests are certificated), (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents and supplements to the Disclosure Letter as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly If any Loan Party shall form or directly acquire all or substantially all of the outstanding Equity Interests of a Material Subsidiary after the Closing Date, or a Subsidiary becomes a domestic Material Subsidiary after the Closing Date, the Borrower will notify the Administrative Agent of and the creation or acquisition of any Collateral Agent thereof and such Loan Party will cause such Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” Loan Party hereunder and under each applicable Collateral Document within fifteen (including as a result of the aggregation tests set forth in such definition15) and, within thirty (30) days Business Days after such creation, acquisition Subsidiary is formed or qualification, as acquired and promptly take such time period may be extended by actions to create and perfect Liens on such Subsidiary’s assets to secure the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document Secured Obligations as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose reasonably request in accordance with and comply with subject to the terms of each applicable Security Document (Collateral Documents; provided that no actions (i) Mortgages shall only be required in respect of Material Real Property and (ii) notwithstanding the foregoing, no Subsidiary will be required to become or remain a Guarantor or provide or maintain a Lien on any nonof its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-U.S. jurisdiction owned Subsidiary; (B) to the extent doing so would (1) in order to perfect the Collateral Agent’s security interests case of any CFC or any assets of a CFC, result in any intellectual property)materially adverse tax consequences or (2) be prohibited by any applicable law; (C) such Person is an Excluded Subsidiary, or (iiiD) deliver to if, in the reasonable judgment of the Administrative Agent such opinionsand the Borrower, documents and certificates referred the cost of providing a Guarantee Obligation hereunder is excessive in relation to in Section 5.1 as may the benefits to be reasonably requested obtained by the Administrative Agent, (iv) if such Lender Parties therefrom. If any certificated shares of Equity Interests of any such Subsidiary, or any Debt of any such Subsidiary exceeding $1,000,000, are certificatedowned by or on behalf of any Loan Party, deliver such Loan Party will cause such shares and promissory notes evidencing such Debt to be pledged to secure the Collateral Agent Secured Obligations within fifteen (15) Business Days after such original certificated Subsidiary is formed or such shares of Equity Interests or other certificates and stock or other transfer powers evidencing the Debt are acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of Equity Interests of such Person, (v) deliver Subsidiary to be pledged shall be limited to 65% of the Administrative Agent outstanding shares of Equity Interests of such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent).

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of the creation or acquisition of event that (i) any Subsidiary that is a Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any Domestic Subsidiary becomes a guarantor or an Excluded Subsidiaryobligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (i), (ii) or if any Subsidiary is required to become a Guarantor pursuant to (iii), the financial tests set forth in Parent Borrower shall promptly notify the definition of “Immaterial Subsidiary” Administrative Agent and within ninety (including as a result of the aggregation tests set forth in such definition) and, within thirty (3090) days after such creation, acquisition or qualification, notification (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any acquisition or merger shall be required to become a Guarantor if the Administrative Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement date of such acquisition or such other document as the Administrative Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such opinionsPerson, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and certificates referred enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the type required to be delivered pursuant to Section 5.1(a), all in Section 5.1 as may be form, content and scope reasonably requested by satisfactory to the Administrative Agent, (ivD) if such the Equity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, Person and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), in each case, cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the applicable Security Documents) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Joinder Agreement, Pledge Joinder Agreement or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, certificates and other documents and certificates referred to in Section 5.1 4.01 with respect to such Domestic Subsidiary as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver Domestic Subsidiary and the Equity Interests of any other Subsidiaries held by such Domestic Subsidiary and required to the Administrative Agent such updated Schedules be pledged pursuant to the Loan Documents as requested Documents, together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the Administrative Agent with respect to such Domestic Subsidiary, registered owner thereof and (viE) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with such Person becoming a Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary that is a Domestic Subsidiary (other than not an Excluded Subsidiary) or if Subsidiary and promptly thereafter (and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, creation or acquisition or qualification, such later time as such time period may be extended determined by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) become a Global Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement joinder agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement, and excluding any grant of a security interest by Pericom in any Equity Interests in any Foreign Subsidiaries of Pericom in existence on November 25, 2015; provided that if any such Foreign Subsidiaries of Pericom continue to be First-Tier Foreign Subsidiaries of Pericom at any time on or after June 30, 2017 then Pericom shall be required to comply with this Section 6.12 with respect to the grant of a security interest in any Equity Interests in any such continuing First-Tier Subsidiaries of Pericom) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated certificates representing the Pledged Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify following the Administrative Agent of the creation or acquisition of date any Subsidiary that is a Domestic Subsidiary Person (other than an Excluded Subsidiary) or if any becomes a Domestic Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such whether by creation, acquisition or qualification, otherwise) and in any event within 45 days after such date (as such time period may be extended by the Administrative Agent in its sole discretion), (i) cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement joinder to the Guaranty Agreement Guarantee or such other document document(s) as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all of its tangible and intangible personal property now owned or hereafter acquired (subject to any exceptions specified in the applicable Collateral (Document and other than Excluded Assetsexceptions to be agreed at such time) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement joinder to each applicable of the Guaranty and Security Document Agreement and the Pledge Agreement or such other document document(s) as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)purpose, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viD) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent and (ii) cause each Loan Party owning Equity Interests in such Subsidiary to deliver to the Administrative Agent (A) a duly executed joinder or supplement to the Pledge Agreement pledging (or evidencing a prior pledge of) 100% of the total Equity Interests owned by a Loan Party in such Subsidiary or such other document(s) as the Administrative Agent shall reasonably deem appropriate for such purpose, together with all original certificates (or equivalent document) evidencing such Equity Interests (if any) and appropriate undated stock or other transfer powers for each such certificate duly executed in blank by the registered owner thereof, if applicable, (B) such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent and (C) such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Such Borrower shall promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any existing Domestic Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) no longer constitutes an Inactive Subsidiary and, within thirty sixty (3060) days after such creation, creation or acquisition (or qualificationthe date any existing Domestic Subsidiary no longer constitutes an Inactive Subsidiary), as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary (other than an Inactive Subsidiary or a Foreign Holding Company) to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Loan Party Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any (i) Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any upon a wholly owned domestic Unrestricted Subsidiary (other than an Excluded Subsidiary) being designated as a Restricted Subsidiary and (ii) Restricted Subsidiary that is required to become not already a Guarantor pursuant to the financial tests set forth in the definition that Guarantees or becomes an obligor of “Immaterial Subsidiary” (including as a result any other Indebtedness of the aggregation tests set forth Borrower or any Guarantor with an aggregate principal amount of $5,000,000 or more, in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretioneach case, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral specified in the Guaranty and Security Agreement (other than subject to the exceptions specified in the Guaranty and Security Agreement, including with respect to Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such the Equity Interests of such Subsidiary are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonSubsidiary, (v) deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and (vi) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson. For purposes of this Section 8.14, and (vi) deliver compliance with applicable foreign law with respect to the Administrative Agent such other documents as may grant, creation and perfection of Liens on and security interests in the Collateral will not be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agentrequired.

Additional Domestic Subsidiaries. (i) Promptly notify the Administrative Agent of after the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any upon a Subsidiary is required to become (other than an Excluded Subsidiary) becoming a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including Material Subsidiary or being designated as a result of the aggregation tests set forth Restricted Subsidiary (and, in such definition) andany event, within thirty (30) days after such creation, acquisition or qualificationdesignation, as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary that is not an Excluded Subsidiary to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the U.S. Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonSubsidiary, and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, (1) the foregoing requirements shall not apply to Excluded Subsidiaries and (2) no Credit Party shall be required to pledge more than sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) in any CFC Holding Company. (ii) If, as of the end of any fiscal quarter as reported on the most recent quarterly or annual Officer’s Compliance Certificate delivered pursuant to Section 6.2(a), (x) the aggregate assets of the Domestic Credit Parties (excluding Equity Interests in Subsidiaries) shall fail to represent 90% or more of the aggregate assets of the Company and its Domestic Subsidiaries as of such time or (y) the aggregate Consolidated EBITDA attributable to the Domestic Credit Parties shall fail to represent 90% or more of the aggregate Consolidated EBITDA attributable to the Company and its Domestic Subsidiaries for the four fiscal quarter period then ended, the Company shall promptly notify the Administrative Agent thereof. Within thirty (30) days after the date of such notice (or such longer period as may be agreed by the Administrative Agent in its sole discretion), the Company shall, and shall cause additional Domestic Subsidiaries (whether or not they are Material Subsidiaries but excluding any Domestic Subsidiary owned directly or indirectly by a CFC) to, comply with Sections 6.11(a)(i), (c) and (d), as applicable, to the extent necessary to cure the conditions giving rise to such failure, and during such 30-day grace period such failure shall not be deemed to constitute a Default or Event of Default. (iii) If, at any time after the Closing Date, (x) any Domestic Subsidiary of the Company (excluding any Domestic Subsidiary owned directly or indirectly by a CFC) that is not a party to the Subsidiary Guaranty becomes a borrower or guarantor under the ABL Facility or (y) any other Subsidiary of the Company (including any Domestic Subsidiary owned directly or indirectly by a CFC) that is not a party to the Subsidiary Guaranty guarantees the obligations of any Domestic Subsidiary under the ABL Facility, the Company shall immediately notify the Administrative Agent thereof and, within ten (10) days thereof, cause such Domestic Subsidiary to comply with Sections 6.11(a)(i), (c) and (d), as applicable (but without giving effect to any applicable grace periods provided therein).

Additional Domestic Subsidiaries. Promptly notify As soon as practicable but in any event within 30 Business Days (or such longer period as may be agreed by the Administrative Agent of Agent) following the acquisition or creation (by Division or acquisition otherwise) of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Domestic Subsidiary), or the time any existing Domestic Subsidiary ceases to be an Excluded Domestic Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (i) or if any a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary is required sufficient to cause such Subsidiary to become a Guarantor pursuant to (or, with the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result consent of the aggregation tests set forth in such definition) andAdministrative Agent, within thirty (30) days after such creationa Borrower hereunder), acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly together with executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms counterparts of each applicable Security other Loan Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver including all Security Instruments and other documents reasonably requested to establish and preserve the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests Lien of such Person, (v) deliver to the Administrative Agent in all Collateral of such updated Schedules to the Loan Documents Domestic Subsidiary; (ii) (A) Uniform Commercial Code financing statements naming such Person as requested by “Debtor” and naming the Administrative Agent with respect for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Domestic SubsidiarySecurity Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (viB) deliver to the Administrative Agent pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably requested required by the Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in formall Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents, content in each case, subject to the Intercreditor Agreement; (iii) upon the request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and scope addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); and (iv) current copies of the Organization Documents of each such Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Domestic Subsidiary that is a Domestic not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty forty-five (3045) days after such creation, acquisition or qualificationchange (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Company pursuant to this Agreement), as such time period may be extended by the Administrative Collateral Agent in its sole discretion, ) cause such Domestic Subsidiary Person or any other Person that guarantees the Senior Notes to (i) become a Guarantor by delivering to the Administrative Collateral Agent a duly executed Joinder Agreement and supplement to the Guaranty Security Agreement or such other document as the Administrative Collateral Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Collateral Agent, (iv) if such Equity Interests are certificatedto the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent certificated), (v) deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Collateral Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualification, days,(a) as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary) or (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial Subsidiary, in each case, cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.. Additional Foreign Subsidiaries. Promptly (and, in any event, within forty five (45)(b) days, as such time period may be extended by the Administrative Agent in its sole discretion) after any Person becomes a First Tier Foreign Subsidiary or a Foreign Subsidiary Holding Company (other than an Immaterial Subsidiary or a Subsidiary described in clause (a) or (b) of the definition of “Excluded Subsidiary”), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, and a consent thereto executed by such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction), as applicable, evidencing the Equity Interests of such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is(c) created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.13(a) or (b), as applicable, within the time 77 87048192_27

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of the creation or acquisition of event that (i) any Subsidiary that is a Domestic Subsidiary (other than any Domestic Subsidiary existing on the Closing Date or any Receivables Entity) becomes a Material Domestic Subsidiary after the Closing Date, (ii) any Domestic Subsidiary existing on the Closing Date becomes a Material Domestic Subsidiary or (iii) any Domestic Subsidiary becomes a guarantor or an Excluded Subsidiaryobligor, whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of any Debt for borrowed money of the Parent Borrower or any Restricted Subsidiary in excess of $100,000,000, then in each case under clause (i), (ii) or if any Subsidiary is required to become a Guarantor pursuant to (iii), the financial tests set forth in Parent Borrower shall promptly notify the definition of “Immaterial Subsidiary” Administrative 110599275_6 Agent and within ninety (including as a result of the aggregation tests set forth in such definition) and, within thirty (3090) days after such creation, acquisition or qualification, notification (as such time period may be extended by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering execution and delivery of a Guarantor Joinder Agreement; provided, however, that no such Person which becomes a Material Domestic Subsidiary pursuant to any acquisition or merger shall be required to become a Guarantor if the Administrative Agent a duly executed supplement to incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Guaranty Agreement date of such acquisition or such other document as the Administrative Agent shall deem appropriate for such purposemerger, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions of such opinionsPerson, certified organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and certificates referred enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the type required to be delivered pursuant to Section 5.1(a), all in Section 5.1 as may be form, content and scope reasonably requested by satisfactory to the Administrative Agent, (ivD) if such the Equity Interests of such Person are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, Person and (vE) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly Promptly, and in any event within ten (10) Business Days, notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary (which, for purposes of this paragraph, shall include the designation of an Unrestricted Subsidiary (that but for its designation as an Unrestricted Subsidiary is a Domestic Subsidiary) as a Restricted Subsidiary pursuant to Section 6.09 and any Domestic Subsidiary that is a an Immaterial Subsidiary no longer qualifying as an Immaterial Subsidiary), other than any Domestic Subsidiary described in clause (other than an Excluded Subsidiaryv) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in of the definition of “Immaterial SubsidiarySubsidiary Guarantors,” and promptly thereafter (including as a result of the aggregation tests set forth and in such definition) and, any event within thirty (30) days after such creationcreation or acquisition, acquisition or qualification, as such which time period may be extended by at the sole discretion of the Administrative Agent in its sole discretionAgent), cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate reasonably request for such purpose, (ii) grant a security interest in all properties and assets (subject to the exceptions specified in the Guaranty and Collateral (other than Agreement and herein and excluding, for the avoidance of doubt, any Excluded AssetsCollateral) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document with respect to Collateral or such other document as the Collateral Administrative Agent shall deem appropriate reasonably request for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates with respect to Collateral referred to in Section 5.1 4.02 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent reasonably in advance of the relevant deadline, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if and, in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition creation or qualificationacquisition, as such time period may be extended by the Administrative Agent Lender in its sole discretionPermitted Discretion) Borrowers shall deliver or cause to be delivered to Lender Security Documents pledging one hundred percent (100%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new Domestic Subsidiary, and cause such Domestic Subsidiary Person to (i) become a Borrower or a Guarantor by delivering to the Administrative Agent Lender a duly executed Guaranty or a supplement or joinder to the Guaranty this Agreement or to an existing Guaranty, as applicable, or such other document as the Administrative Agent Lender shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent Lender a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent Lender shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent Lender such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (viv) deliver to the Administrative Agent Lender such updated Schedules to the Loan Documents as requested by the Administrative Agent Lender with respect to such Domestic SubsidiaryPerson, and (viv) deliver to the Administrative Agent Lender such other documents and certificates as may be reasonably requested by the Administrative Agent▇▇▇▇▇▇, all in form, content and scope reasonably satisfactory to the Administrative AgentLender.

Additional Domestic Subsidiaries. Promptly notify following the Administrative Agent of the creation or acquisition of date any Subsidiary that is Person becomes a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such whether by creation, acquisition or qualification, otherwise) and in any event within 45 days after such date (as such time period may be extended by the Administrative Agent in its sole discretion), (i) cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement joinder to the Guaranty Agreement Guarantee or such other document document(s) as the Administrative Agent shall deem appropriate for such purpose, (iiB) grant a security interest in all of its tangible and intangible personal property now owned or hereafter acquired (subject to any exceptions specified in the applicable Collateral (Document and other than Excluded Assetsexceptions to be agreed at such time) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement joinder to each applicable of the Guaranty and Security Document Agreement and the Pledge Agreement or such other document document(s) as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)purpose, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viD) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent and (ii) cause each Loan Party owning Equity Interests in such Subsidiary to deliver to the Administrative Agent (A) a duly executed joinder or supplement to the Pledge Agreement pledging (or evidencing a prior pledge of) 100% of the total Equity Interests owned by a Loan Party in such Subsidiary or such other document(s) as the Administrative Agent shall reasonably deem appropriate for such purpose, together with all original certificates (or equivalent document) evidencing such Equity Interests (if any) and appropriate undated stock or other transfer powers for each such certificate duly executed in blank by the registered owner thereof, if applicable, (B) such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent and (C) such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Subject to clause (b) below, within thirtyforty-five (3045) days (or such later date as the Administrative Agent and the Borrower may agree) after (i) the Acquisition by the Borrower or any of its Restricted Subsidiaries of any interests in any Person which becomes a direct or indirect Restricted Subsidiary of the creation Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or acquisition a Receivablesan Excluded Subsidiary), or (ii) the formation of any new direct or indirect Restricted Subsidiary of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary), (A) the Borrower will cause such new Restricted Subsidiary to provide to the Administrative Agent (1) an executed Addendum to Security Agreement, together with appropriate UCC-1 financing statements, (and, if applicable, an executed joinder to any Acceptable Intercreditor Agreement in substantially the form attached as an exhibit thereto), (2) an executed Trademark Security Agreement, Patent Security Agreement or Copyright Security Agreement, if applicable and appropriate, together with appropriate recording instruments, (3) an executed Addendum to Subsidiary Guaranty; provided, that notwithstanding anything herein to the contrary no Foreign Subsidiary. Immaterial Subsidiary or ReceivablesExcluded Subsidiary will execute a Guaranty or grant a Security Interest or Lien in any of its assets or property to secure such Guaranty, (4) an executed Pledge Agreement Supplement, and (5) an executed certificate of the secretary (or similar Authorized Signatory) for such new Restricted Subsidiary, together with appropriate attachments; and (B) if such acquired or new Restricted Subsidiary is a direct Restricted Subsidiary of the Borrower, the Borrower will, or if such acquired or new Restricted Subsidiary is a direct Restricted Subsidiary of a direct or indirect Restricted Subsidiary of the Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant Credit Party, the Borrower will cause such Credit Party to, pledge to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result Administrative Agent all of the aggregation tests set forth in Ownership Interests (or other instruments or securities evidencing ownership) of such definition) and, within thirty (30) days after such creation, acquisition acquired or qualification, new Restricted Subsidiary as such time period may additional Collateral for the Obligations to be extended held by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply accordance with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) Pledge Agreement and execute and deliver to the Administrative Agent all such opinionsdocumentation for such pledge as, documents in the reasonable opinion of the Administrative Agent, is necessary to grant and certificates referred perfect such Liens on and subject to the terms set forth in Section 5.1 as may the Security Documents; provided, that notwithstanding anything herein to the contrary, no Foreign Subsidiary, Immaterial Subsidiary or ReceivablesExcluded Subsidiary shall be reasonably required to execute a Pledge Agreement (or joinder thereto). If requested by the Administrative Agent, in connection with an acquisition or formation of a Restricted Subsidiary (ivother than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivablesan Excluded Subsidiary) if such Equity Interests are certificateddescribed in this Section 5.12(a), deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) Borrower will deliver to the Administrative Agent such updated Schedules legal opinions similar to those delivered on the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryClosingRestatement Effective Date, which opinions shall be in form and (vi) deliver to the Administrative Agent such other documents as may be substance reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory acceptable to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary Subject to clause (other than an Excluded Subsidiaryb) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andbelow, within thirty (30) days (or such later date as the Administrative Agent and the Borrower may agree) after (i) the Acquisition by the Borrower or any of its Subsidiaries of any interests in any Person which becomes a direct or indirect Subsidiary of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivables Subsidiary), or (ii) the formation of any new direct or indirect Subsidiary of the Borrower (other than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivables Subsidiary), (A) the Borrower will cause such creationnew Subsidiary to provide to the Administrative Agent (1) an executed Addendum to Security Agreement, acquisition together with appropriate UCC-1 financing statements, (2) an executed Trademark Security Agreement, Patent Security Agreement or qualificationCopyright Security Agreement, if applicable and appropriate, together with appropriate recording instruments, (3) an executed Addendum to Subsidiary Guaranty; provided, that notwithstanding anything herein to the contrary no Foreign Subsidiary. Immaterial Subsidiary or Receivables Subsidiary will execute a Guaranty or grant a Security Interest or Lien in any of its assets or property to secure such Guaranty, (4) an executed Pledge Agreement Supplement, and (5) an executed certificate of the secretary (or similar Authorized Signatory) for such new Subsidiary, together with appropriate attachments; and (B) if such acquired or new Subsidiary is a direct Subsidiary of the Borrower, the Borrower will, or if such acquired or new Subsidiary is a direct Subsidiary of a direct or indirect Subsidiary of the Borrower that is a Credit Party, the Borrower will cause such Credit Party to, pledge to the Administrative Agent all of the Ownership Interests (or other instruments or securities evidencing ownership) of such acquired or new Subsidiary as such time period may additional Collateral for the Obligations to be extended held by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply accordance with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) Pledge Agreement and execute and deliver to the Administrative Agent all such opinionsdocumentation for such pledge as, documents in the reasonable opinion of the Administrative Agent, is necessary to grant and certificates referred perfect such Liens on and subject to the terms set forth in Section 5.1 as may the Security Documents; provided, that notwithstanding anything herein to the contrary, no Foreign Subsidiary, Immaterial Subsidiary or Receivables Subsidiary shall be reasonably required to execute a Pledge Agreement (or joinder thereto). If requested by the Administrative Agent, in connection with an acquisition or formation of a Subsidiary (ivother than a Foreign Subsidiary, an Immaterial Subsidiary or a Receivables Subsidiary) if such Equity Interests are certificateddescribed in this Section 5.12(a), deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) Borrower will deliver to the Administrative Agent such updated Schedules legal opinions similar to those delivered on the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryClosing Date, which opinions shall be in form and (vi) deliver to the Administrative Agent such other documents as may be substance reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory acceptable to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of event that no later than the creation or acquisition of date that any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary Compliance Certificate is required to become a Guarantor be delivered pursuant to Section 5.6, the financial tests set forth Borrower determines that any of its then existing Subsidiaries is a Material Domestic Subsidiary and has not guaranteed the Secured Obligations and pledged its assets to secure the Secured Obligations, the Borrower shall promptly, but in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, any event within thirty (30) days after such creation, acquisition or qualification, thereafter (as such time period may be extended by the Administrative Agent in its sole discretion), cause notify the Administrative Agent in writing thereof. Subject to the immediately following sentence of this Section 5.12, the Borrower shall (x) promptly after request by the Administrative Agent (but in any event within thirty (30) days after such request) made from time to time as to any existing Material Domestic Subsidiary, and (y) in any event within thirty (30) days of creating a new Material Domestic Subsidiary to or acquiring a new Material Domestic Subsidiary (i) become a Guarantor as such time period may be extended by delivering the Administrative Agent in its sole discretion), deliver to the Administrative Agent each of the following: (a) a duly executed joinder and supplement to the Guaranty Agreement executed by such Subsidiary; (b) a joinder and supplement to any applicable security document or a new security document and such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document security document and the terms hereof, (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (ivc) if such Equity Interests are certificatedapplicable, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonSubsidiary that is owned by a Credit Party, (d) to the extent not already provided to the Administrative Agent, a secretary’s certificate from such Subsidiary certifying as to (i) the incumbency of the officers of such Subsidiary, (ii) authorizing resolutions with respect to the transactions contemplated by the Credit Documents to which such Subsidiary is a party, (iii) the organizational documents of such Subsidiary, (iv) governmental approvals, if any, required to be obtained by such Subsidiary with respect to the Credit Documents to which such Subsidiary is a party and (v) deliver a certificate of good standing in such Subsidiary’s state of organization dated as of a recent date; (e) to the extent not already provided to the Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act; and (f) to the extent not already provided to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably only if requested by the Administrative Agent, all an opinion of counsel in form, content form and scope substance reasonably satisfactory acceptable to the Administrative AgentAgent related to such Material Domestic Subsidiary and substantially similar in scope to the legal opinions delivered on the Initial Funding Date with respect to the Guarantors in existence on the Initial Funding Date. The requirements set forth in the foregoing sentence shall not apply to any Material Domestic Subsidiary that is not a Wholly-Owned Subsidiary unless (x) the attributable share of Consolidated EBITDA of Non-Guarantor Subsidiaries for the four quarter period ending on the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are available is greater than 15% of the Consolidated EBITDA for such period, or (y) the attributable share for Non-Guarantor Subsidiaries of the book value of total assets of the Borrower and its Subsidiaries, determined on a Consolidated basis as of the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are available, is greater than 15% of the book value of total assets of the Borrower and its Subsidiaries as of such day. In the event (1) a Guarantor is no longer a Material Domestic Subsidiary or (2) a dissolution, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Equity Interests of any Guarantor occurs and such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver, amendment, modification of or consent to a transaction otherwise prohibited by this Agreement), then, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall, upon written request by the Borrower, and at no cost to the Administrative Agent that is not reimbursed pursuant hereto, release such Guarantor from its liabilities and obligations under the Credit Documents pursuant to such documentation as the Borrower may reasonably require. Except as provided in the foregoing provisions of this Section 5.12, a release of a Material Domestic Subsidiary from its liabilities under the Subsidiary Guaranty shall require approval by all of the Lenders (notwithstanding anything to the contrary set forth in Section 9.1 hereof).

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent The Company will, and will cause each of its Subsidiaries to, promptly after the creation or acquisition of any Domestic Subsidiary that is a Domestic not an Excluded Subsidiary or any formerly Excluded Subsidiary ceases to be an Excluded Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty (30) 45 days after such creation, acquisition or qualificationchange (which change shall be determined and be deemed to have occurred at the time financial statements for the applicable period have been provided by the Company pursuant to this Agreement), as such time period may be extended by the Administrative Collateral Agent in its sole discretion, ) cause such Domestic Subsidiary Person or any other Person that guarantees the obligations under any Material Credit Facility to (i) become a Guarantor by delivering to the Administrative Collateral Agent (with a copy to each holder of Notes) a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent Required Holders shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Agent (with a copy to each holder of Notes) a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent or the Required Holders shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Collateral Agent (with a copy to each holder of Notes) such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Holders, (iv) if such Equity Interests are certificatedto the extent required by the Security Agreement, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson (to the extent certificated), (v) deliver to the Administrative Collateral Agent and the holders of Notes such updated Schedules to the Loan Transaction Documents as reasonably requested by the Administrative Collateral Agent or the Required Holders with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Collateral Agent (with a copy to each holder of Notes) such other documents as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Holders, all in form, content and scope reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Holders.

Additional Domestic Subsidiaries. Promptly notify (but in any event within five days or such longer period to which the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent agree in its sole discretion, cause such ) after the acquisition or creation of any Domestic Subsidiary (or the date any Person otherwise qualifies as a Domestic Subsidiary), provide notice thereof to the Administrative Agent, and thereafter (ibut in any event within thirty days after such notice or such longer period to which the Administrative Agent may agree in its sole discretion) become a Guarantor by delivering cause to be delivered to the Administrative Agent and the Collateral Agent each of the following: (i) unless such Domestic Subsidiary is an Excluded Subsidiary, a Guarantor Joinder Agreement, duly executed supplement to the Guaranty Agreement or by such other document as the Administrative Agent shall deem appropriate for such purpose, Subsidiary; (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by unless such Domestic Subsidiary by delivering to the Collateral Agent is an Excluded Subsidiary, a Security Joinder Agreement, duly executed supplement to each applicable Security Document or by such other document as the Collateral Agent shall deem appropriate for such purpose and comply Subsidiary (with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual propertyall schedules thereto appropriately completed), ; (iii) deliver unless such Domestic Subsidiary is an Excluded Subsidiary, if such Subsidiary owns Equity Interests in any other Subsidiary, a Pledge Joinder Agreement, as applicable, duly executed by such Subsidiary (with all schedules thereto appropriately completed); (iv) a Pledge Joinder Agreement or Pledge Agreement Supplement, as applicable, duly executed by each Credit Party owning the Equity Interests of such Subsidiary (in either case, with all schedules thereto appropriately completed); (v) if any of the documents referenced in the foregoing clauses (i) through (iii) are delivered (or required to the Administrative Agent such opinions, documents be delivered) and certificates referred to in Section 5.1 as may be reasonably if requested by the Administrative Agent, opinions of counsel to the applicable Credit Parties and such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 7.11(a), in form and substance reasonably acceptable to the Administrative Agent; and (vi) if any of the documents referenced in the foregoing clauses (i) through (iv) if such Equity Interests are certificateddelivered (or required to be delivered), deliver copies of the documents of the types referred to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vin Section 5.1(b)(i) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, certified by an Authorized Officer in form and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope substance reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of (and, in any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Insignificant Subsidiary or (iii) the date any Person otherwise qualifies as a Domestic Subsidiary (other than an Excluded Subsidiary or an Insignificant Subsidiary), in each case, cause such Domestic Subsidiary Person to (iA) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Joinder Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) except during a Collateral Release Period, grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the applicable Security Documents) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Joinder Agreement, Pledge Joinder Agreement or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, certificates and other documents and certificates referred to in Section 5.1 4.01 with respect to such Domestic Subsidiary as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificatedexcept during a Collateral Release Period, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver Domestic Subsidiary and the Equity Interests of any other Subsidiaries held by such Domestic Subsidiary and required to the Administrative Agent such updated Schedules be pledged pursuant to the Loan Documents as requested Documents, together with appropriate undated stock or other transfer powers for each certificate duly executed in blank by the Administrative Agent with respect to such Domestic Subsidiaryregistered owner thereof, and (viE) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentAgent in connection with such Person becoming a Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty sixty (3060) days after such creation, acquisition or qualificationdays, as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the creation or Acquisition (including by statutory division) of any Domestic Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary) or (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial Subsidiary, in each case, cause such Domestic Subsidiary Person to (iA) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably request and deem appropriate for such purpose, (iiB) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably request and deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iiiC) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (ivD) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (vE) deliver to the Administrative Agent such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (viF) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify In the Administrative Agent of event that no later than the creation or acquisition of date that any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary Compliance Certificate is required to become a Guarantor be delivered pursuant to Section 5.6, the financial tests set forth Borrower determines that any of its then existing Subsidiaries is a Material Domestic Subsidiary and has not guaranteed the Obligations, the Borrower shall promptly, but in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, any event within thirty (30) days after such creation, acquisition or qualification, thereafter (as such time period may be extended by the Administrative Agent in its sole discretion), cause notify the Administrative Agent in writing thereof. Subject to the immediately following sentence of this Section 5.12, the Borrower shall (x) promptly after request by the Administrative Agent (but in any event within thirty (30) days after such request) made from time to time as to any existing Material Domestic Subsidiary, and (y) in any event within thirty (30) days of creating a new Material Domestic Subsidiary to or acquiring a new Material Domestic Subsidiary (i) become a Guarantor as such time period may be extended by delivering the Administrative Agent in its sole discretion), deliver to the Administrative Agent each of the following: (a) a duly executed joinder and supplement to the Guaranty Agreement executed by such Subsidiary; (b) if a Security Event has occurred on or prior thereto, a joinder and supplement to any applicable security document or a new security document and such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document security document and the terms hereof, (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (ivc) if such Equity Interests are certificateda Security Event has occurred on or prior thereto, deliver to the Collateral Agent if applicable, such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonSubsidiary that is owned by a Credit Party, (d) to the extent not already provided to the Administrative Agent, a secretary’s certificate from such Subsidiary certifying as to (i) the incumbency of the officers of such Subsidiary, (ii) authorizing resolutions with respect to the transactions contemplated by the Credit Documents to which such Subsidiary is a party, (iii) the organizational documents of such Subsidiary, (iv) governmental approvals, if any, required to be obtained by such Subsidiary with respect to the Credit Documents to which such Subsidiary is a party and (v) deliver a certificate of good standing in such Subsidiary’s state of organization dated as of a recent date; (e) to the extent not already provided to the Administrative Agent, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act; and (f) to the extent not already provided to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably only if requested by the Administrative Agent, all an opinion of counsel in form, content form and scope substance reasonably satisfactory acceptable to the Administrative AgentAgent related to such Material Domestic Subsidiary and substantially similar in scope to the legal opinions delivered on the Initial Funding Date with respect to the Guarantors in existence on the Initial Funding Date. The requirements set forth in the foregoing sentence shall not apply to any Material Domestic Subsidiary that is not a Wholly-Owned Subsidiary unless (x) the attributable share of Consolidated EBITDA of Non-Guarantor Subsidiaries for the four quarter period ending on the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are available is greater than 15% of the Consolidated EBITDA for such period, or (y) the attributable share for Non-Guarantor Subsidiaries of the book value of total assets of the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which quarterly financial statements, or if such fiscal quarter end is a fiscal year end, for which annual financial statements, are available, is greater than 15% of the book value of total assets of the Borrower and its Subsidiaries as of such day. In the event (1) a Guarantor is no longer a Material Domestic Subsidiary or (2) a dissolution, sale or other disposition (including by way of merger or consolidation) of all or substantially all of the assets or all of the Equity Interests of any Guarantor occurs and such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver, amendment, modification of or consent to a transaction otherwise prohibited by this Agreement), then, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall, upon written request by the Borrower, and at no cost to the Administrative Agent that is not reimbursed pursuant hereto, release such Guarantor from its liabilities and obligations under the Subsidiary Guaranty pursuant to such documentation as the Borrower may reasonably require. Except as provided in the foregoing provisions of this Section 5.12, a release of a Material Domestic Subsidiary from its liabilities under the Subsidiary Guaranty shall require approval by all of the Lenders (notwithstanding anything to the contrary set forth in Section 9.1 hereof).

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative BPIFAE Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiaryand in any event within sixty (60) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretiondays), cause such Domestic Subsidiary to person to: (ia) become a Subsidiary Guarantor by delivering to the Administrative BPIFAE Agent a duly executed supplement to the Guaranty Guarantee Agreement or such other document as the Administrative BPIFAE Agent shall deem appropriate for such purpose; (b) accede to the Second Lien Intercreditor Agreement as a Debtor, a Subordinated Creditor and a Subordinated Debtor (iias each such term is defined in the Second Lien Intercreditor Agreement) grant pursuant to, and in accordance with, the terms of the Second Lien Intercreditor Agreement; (c) pledge a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary (provided that if such Collateral consists of Capital Stock of a Foreign Subsidiary, such security interest will be limited to sixty‑five per cent. (65%) of such Capital Stock (subject to the provisions of clause 3.6 (Foreign Subsidiaries Security) of the Stock Pledge Agreement)) by delivering to the Collateral BPIFAE Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral BPIFAE Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document Document; (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iiid) deliver to the Administrative BPIFAE Agent such opinions, documents and certificates referred to in Section 5.1 Schedule 2 (Conditions Precedent) as may be reasonably requested by the Administrative BPIFAE Agent, ; (ive) if such Equity Interests are certificated, deliver to the Collateral BPIFAE Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, person; (vf) deliver to the Administrative BPIFAE Agent such updated Schedules schedules to the Loan Finance Documents as requested by the Administrative BPIFAE Agent with respect to such Domestic Subsidiary, and person; and (vig) deliver to the Administrative BPIFAE Agent such other documents as may be reasonably requested by the Administrative AgentBPIFAE Agent (including, any “know your customer” information), all in form, content and scope reasonably satisfactory to the Administrative BPIFAE Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set 202564162_8 forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of after the creation or acquisition of any Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if and, in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) andevent, within thirty (30) days after such creation, acquisition creation or qualificationacquisition, as such time period may be extended by the Administrative Agent in its sole discretion, ) cause such Domestic Subsidiary Person to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Security Documents and any thresholds and exclusions set forth in this Section 8.13) owned by such Domestic Subsidiary Person by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 and applicable to such Person as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the certificated Equity Interests of such PersonPerson owned by any Credit Party, (v) deliver to the Administrative Agent such updated Schedules to the Loan Security Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any provision of any Loan Document to the contrary, in no event shall (i) any Excluded Subsidiary become a Guarantor or pledge or grant a security interest in any of its assets as Collateral or (ii) more than 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in any Excluded Subsidiary be pledged as Collateral.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days after such creation, creation or acquisition or qualification, such later time as such time period may be extended determined by the Administrative Agent in its sole discretion), cause such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (if it has not already done so), to (i) become a Global Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement joinder agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement, and excluding any grant of a security interest by Pericom in any Equity Interests in any Foreign Subsidiaries of Pericom in existence on the 2015 Incremental Term Draw Date; provided that if any such Foreign Subsidiaries of Pericom continue to be First-Tier Foreign Subsidiaries of Pericom at any time on or after June 30, 2017 then Pericom shall be required to comply with this Section 6.12 with respect to the grant of a security interest in any Equity Interests in any such continuing First-Tier Subsidiaries of Pericom) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Collateral Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 4.01 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated certificates representing the Pledged Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such PersonPerson accompanied by undated irrevocable stock powers executed in blank, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Material Domestic Subsidiary and promptly thereafter (other than an Excluded Subsidiary) or if and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, event within thirty (30) days (or such greater number of days to which the Administrative Amount may agree) after such creation, acquisition creation or qualification, as such time period may be extended by the Administrative Agent in its sole discretionacquisition), cause such Person (other than an Excluded Domestic Subsidiary Subsidiary) to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assetssubject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests Capital Stock or other certificates and stock or other transfer powers evidencing the Equity Interests Capital Stock of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, with respect to the Parago Acquisition, the reference above to “within thirty (30) days (or such greater number of days to which the Administrative Amount may agree)” shall be deemed to be a reference to “within five (5) Business Days (or such greater number of days to which the Administrative Amount may agree).”

Additional Domestic Subsidiaries. Promptly notify after the Administrative Agent of the creation creation, division, or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, in any event, within thirty ten (3010) days after such creation, acquisition division, or qualificationacquisition, as such time period may be extended by the Administrative Agent in its sole discretion) cause the applicable Obligor to deliver to the Administrative Agent Security Documents pledging 100 percent (100%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new Domestic Subsidiary, and cause such Domestic Subsidiary Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Guarantee Assumption Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Administrative Agent a duly executed supplement to each applicable Security Document Guarantee Assumption Agreement or such other document as the Collateral Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property)Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic SubsidiaryPerson, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify Notify the Administrative Agent of not less than 30 days prior to the creation or acquisition of date any Subsidiary that Person is to become a Domestic Subsidiary (other than an Excluded including any Acquired Entity that will be a Domestic Subsidiary) or if ), and promptly thereafter (and in any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition event within 45 days of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretionnotice), cause such Domestic Subsidiary Person to (ia) become a Guarantor by executing and delivering to the Administrative Agent a duly executed supplement to Guaranty in the form attached as Exhibit E or a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iiib) deliver Security Documents granting a Lien to the Administrative Agent for the benefit of the Lenders in such opinionsPerson's Property to secure the Obligations together with any other documents, agreements, instruments, or actions necessary to create an Acceptable Security Interest in such collateral, (c) deliver a Pledge Agreement duly executed by the Borrower (or such Subsidiary as may own such Person), pledging 100% of the equity interests held by the Borrower (or such Subsidiary) in such Person, together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, on instruments necessary to create an Acceptable Security Interest in such equity interests; (d) deliver copies of the organizational documents of such Person certified to be true and certificates correct by an officer of such Person; and (e) deliver 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 in Section 5.1 as may be reasonably requested by the Administrative Agentclauses (a), (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Personb), (vc) deliver to and (d)) for the benefit of the Administrative Agent such updated Schedules to the Loan Documents as requested by Lenders and the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative AgentL/C Issuer, all in form, content and scope reasonably satisfactory to the Administrative Agent. Administrative Agent shall promptly deliver copies of all such documents to each Lender.