Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. (a) Notify the Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agent, (i) cause any such Person to become a Co-Borrower or Guarantor, as applicable, by executing and delivering to the Agent a joinder agreement to this Agreement or a counterpart of the Guaranty or such other document as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien to the Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.3(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen twenty (1520) Business Days) if requested by days or such longer time period as the AgentAgent may agree in its reasonable discretion), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non‑voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorBorrower.

Additional Loan Parties. Promptly (and in any event within five (5) Business Days after the acquisition or formation of any Subsidiary notify the Administrative Agent thereof and (a) Notify unless such Subsidiary is an Excluded Subsidiary, at the Agent promptly after time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen sixty (1560) Business Days) if requested by the Agentdays thereafter), (i) cause any such Person to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall reasonably deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen twenty (1520) Business Days) if requested by days or such longer time period as the AgentAgent may agree in its reasonable discretion), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (i) cause any such Person to become a Co-Borrower or Guarantor, as applicable, Guarantor by executing and delivering to the Administrative Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien subject to the requirements of Section 6.16(b), ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person (x) becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiaryand, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not an Excluded Subsidiary, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement to this Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiSections 4.01(a)(iii) and (iii) of Section 4.3(a4.01(a)(iv) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after Lender at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent Lender a joinder agreement to this Agreement or a counterpart of the Guaranty or and such other document documents as the Agent Lender shall reasonably deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent Lender on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent Lender documents of the types referred to in clauses Section 4.01(a) (iiincluding, without limitation, entry of such orders order by the Bankruptcy Court as the Lender may reasonably deem appropriate) and (iii) of Section 4.3(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the AgentLender. In no event shall compliance with this Section 9.9 6.10 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.10 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorBorrower.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted an Immaterial Subsidiary), and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement to this Joinder Agreement or a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate request for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person (x) becomes a Subsidiary or (other than any Excluded Subsidiary but including any y) who is an Unrestricted Subsidiary being reclassified as becomes a Restricted Subsidiary that is no longer an Unrestricted Subsidiary, and in each case promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person to (a) (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) iii deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person (x) becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent and Lenders shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the AgentAgent and Lenders. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after Lender at the time that any Person (x) becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent Lender a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document documents as the Agent Lender shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent Lender on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent Lender documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by and, upon the Agentreasonable request of the Lender, favorable customary 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary) in each case in form, content and scope reasonably satisfactory to the AgentLender. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantora Guarantor hereunder, as applicabledetermined by the Administrative Agent in its discretion, by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Guaranty Guarantee or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Partythe Borrower, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted wholly-owned Material Subsidiary, and in each case promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by days or such longer period as the AgentAgent may agree), (i) cause any such Person which is not (x) a CFC, (y) an Excluded Domestic Subsidiary or (z) an Unrestricted Subsidiary, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or and a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate necessary for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and and, if reasonably requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (aabove)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower Loan Party or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Promptly (and in any event within five (5) Business Days after the acquisition or formation of any Subsidiary notify the Administrative Agent thereof and (a) Notify unless such Subsidiary is an Excluded Subsidiary, at the Agent promptly after time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen sixty (1560) Business Days) if requested by the Agentdays thereafter), (i) cause any such Person to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall reasonably deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the AgentAdministrative Agent and subject to the Intercreditor Agreement. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement to this Joinder Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary), and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agent, (i) cause any such Person to become a Co-Borrower or Guarantor, as applicable, by executing and delivering to the Agent a joinder agreement to this Agreement or a counterpart of the Guaranty or such other document as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien to the Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.3(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Material Subsidiary (other than of any Excluded Loan Party which is a Domestic Subsidiary but including any Unrestricted Subsidiary being reclassified as or a Restricted Canadian Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by days or such longer period as the Agent, Administrative Agent may agree): (ia) cause any such Person which is a Domestic Subsidiary that is a Wholly Owned Subsidiary and not an Immaterial Subsidiary to (i) become a Co-Borrower or Guarantor, as applicable, Guarantor by executing and delivering to the Administrative Agent a joinder agreement to this Agreement Facility Guaranty (or a counterpart of the Guaranty or such other document as the Agent shall deem reasonably appropriate for such purposesupplement thereto), (ii) grant a perfected Lien to the Agent ▇▇▇▇▇ ▇ ▇▇▇▇ on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the ObligationsObligations to the extent required by, and subject to the limitations set forth in, the Security Documents, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and and, if reasonably requested by the Administrative Agent, favorable customary 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 this clause (a)), ; and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to such Loan Party shall pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (if any) to the extent and in the manner and format required by the Pledge Agreement or the Security Agreement; provided that, in each the case of any such Person that is a Foreign Subsidiary that is a CFC no more than 66% of the total combined voting power of all classes of stock entitled to vote in form, content and scope reasonably satisfactory or of such Person shall be pledged or similarly hypothecated pursuant to the Agentthis Section 6.12. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorAgreement.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen twenty (1520) Business Days) if requested by days or such longer time period as the AgentAgent may agree in its reasonable discretion), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after Lender at the time that any Person becomes a Restricted Subsidiary (other than including, without limitation, upon the formation of any Excluded Restricted Subsidiary but including any Unrestricted Subsidiary being reclassified as that is a Restricted Subsidiary, and Division Successor),[ and] promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person that is a Restricted Subsidiary (other than any Permitted Real Estate Subsidiary) (a) to become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent Lender a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent Lender shall deem reasonably appropriate for such purpose, and (iib) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent Lender on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent Lender documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)), ) and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent)). In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise [expressly ]permitted by this Agreement or constitute or be deemed to constitute, with respect to any Restricted Subsidiary, an approval of such Person as a the Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC or the Immaterial Subsidiary to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of Joinder Agreement to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC), the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary), and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agent, (i) cause any such Person to become a Co-Borrower or Guarantor, as applicable, by executing and delivering to the Agent a joinder agreement to this Agreement or a counterpart of the Guaranty or such other document as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien to the Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.1(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Co-Borrower or Guarantor.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (i) cause any such Person to become a Co-Borrower or Guarantor, as applicable, Guarantor by executing and delivering to the Administrative Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary or a Loan Party (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiarydefined in the ABL Credit Agreement), and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of joinder to the Guaranty Security Agreement or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor hereunder.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Daysdays) if requested by or such longer period of time as to which the AgentAdministrative Agent may agree in writing), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement to this Joinder Agreement or a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the ObligationsObligations (subject to any applicable exclusions contained in the Security Documents), and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)) of Section 4.01), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12(a) waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12(a) if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base. (b) Upon the request of the Lead Borrower to include the Eligible Real Estate in the Borrowing Base as set forth in Section 2.15(a) hereof, cause Urban Renewal to (i) become a Borrower by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on Urban Renewal’s assets to secure the Obligations (subject to any applicable exclusions contained in the Security Documents), and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to Urban Renewal (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) of Section 4.01). In no event shall compliance with this Section 6.12(b) waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12(b) if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to Urban Renewal, an approval of such Person as a Borrower or permit the inclusion of any assets of Urban Renewal in the computation of the Borrowing Base unless all other requirements set forth in Section 2.15(a) hereof have been satisfied.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person to (a) (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after and the FILO Agent at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC or the Immaterial Subsidiary to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of Joinder Agreement to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (ii) 0 and (iii) 0 of Section 4.3(a) 0 and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)0), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC), the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 0 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 0 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base and/or the FILO Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested Days or such longer period as may be agreed to by the AgentAgent in its reasonable discretion), (i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s Intellectual Property and other assets on of the same types of assets which type that constitute Collateral under (other than for the Collateral Documents avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the AgentAgent (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign Law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorBorrower.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agent), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the Agent, or upon the request of the Lead Borrower, not required to be pledged if the Agent concurs in its Permitted Discretion with the Lead Borrower's assessment that such pledge is overly burdensome in time and/or cost or such pledge is not permitted to be given under applicable Laws. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as Subsidiary, whether such Person shall be a Restricted Subsidiary or an Unrestricted Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not an Excluded Subsidiary, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or and if such Person is not a Borrower, a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets on of the same types of assets which constitute constituting Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(b) and if requested by the upon Administrative Agent’s request, 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan Party, to pledge such Equity Interests Indebtedness and promissory notes evidencing such IndebtednessIndebtedness to the extent any such Indebtedness is in an amount in excess of $10,000,000, in each case in form, content and scope reasonably satisfactory to the Administrative Agent and each Co-Collateral Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested days or such longer period as may be agreed to by the AgentAgent in its reasonable discretion), (i) cause any such Person (a) which is not a CFC or an Excluded Subsidiary to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s Intellectual Property and other assets on of the same types of assets which type that constitute Collateral under (other than for the Collateral Documents avoidance of doubt, Real Estate) to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC); the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorBorrower.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person is or becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of to the Guaranty or such other document as the Administrative Agent shall deem reasonably necessary and appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a the Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver of or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor.permit the inclusion of any acquired assets in the computation of the Borrowing

Additional Loan Parties. (a) Notify the Agent promptly after Lender at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted wholly-owned Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (ia) cause any such Person which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, by executing and delivering to the Agent Lender a joinder agreement Joinder to this Agreement or a counterpart of the Guaranty or and such other document documents as the Agent Lender shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent Lender on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent Lender documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and and, if requested by the AgentLender, 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 clause (a)), and (b) if any pledge the Equity Interests or Indebtedness of such Person are Subsidiary owned by or on behalf of any Loan Party, to pledge such Equity Interests Borrower and promissory notes evidencing any Indebtedness of such IndebtednessSubsidiary held by the Borrower (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the AgentLender. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person is or becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of to the Guaranty or such other document as the Administrative Agent shall deem reasonably necessary and appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except, that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five (65%) percent of the outstanding voting Equity Interests and one hundred (100%) percent of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower the Borrowers or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantora Guarantor hereunder, as applicabledetermined by the Administrative Agent in its discretion, by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Guaranty Guarantee or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Partythe Borrower, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base. (b) In the event that the Borrower has not dissolved each of SPD Truck Line, Inc., DA Good Buys, Inc. and D▇▇▇▇▇▇▇-Alco Holdings, L.L.C. and transferred the assets of such Subsidiaries to the Borrower, or caused such Subsidiaries to be merged with and into the Borrower, with the Borrower as the surviving entity, on or before January 31, 2008, then the Borrower shall cause each such Subsidiary to become a Borrower or a Guarantor hereunder and under the other Loan Documents, as determined by the Administrative Agent in its discretion, as set forth in Section 6.12(a) above.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver of or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify The Loan Parties shall notify Agent at the Agent promptly after time that any Person (x) becomes a Subsidiary (other than any an Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary), and promptly thereafter (and in any event within fifteen twenty (1520) Business Days) if requested by days or such later date as the AgentRequired Lenders shall agree), (i) cause any such Person (a) to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement to this Agreement or a counterpart of the Guaranty or such other document documents as the Agent shall reasonably deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii), (iv) and (iiiv) of Section 4.3(a4(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person required to be pledged hereunder are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 9(u) waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 9(u) if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorAgreement.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Domestic Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC or the Immaterial Subsidiary to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of Joinder Agreement to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC), the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in DB1/ 124773100.6 -119- each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested Days or such longer period as may be agreed to by the AgentAgent in its reasonable discretion), (i) cause any such Person (a) which does not qualify as a Non-Guarantor Subsidiary to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s Intellectual Property and other assets on of the same types of assets which type that constitute Collateral under (other than for the Collateral Documents avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the AgentAgent (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign Law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorBorrower.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person (x) becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person (x) becomes a Subsidiary (other than any Excluded an Inactive Subsidiary) or (y) to the extent such Person was an already existing Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted and no longer constitutes an Inactive Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not an Inactive Subsidiary, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall reasonably deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base.

Additional Loan Parties. (a) Notify Without limiting Section 6.17, except in the case of Excluded Subsidiaries, notify the Agent promptly after at the time that any Person (x) becomes a Subsidiary or (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified y) in the case of the UK Subsidiary, ceases to qualify as a Restricted an Immaterial Foreign Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested days or such longer period as agreed to in writing by the AgentAgent in its Permitted Discretion), (i) cause any such Person (a) to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or Agreement, a counterpart of Perfection Certificate and the Guaranty or other applicable Loan Documents and such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien to the Agent a Lien on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness in accordance with the provisions of the Security Agreement or such other applicable Security Document, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower Loan Party or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at least ten (10) Business Days prior to the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by on the Agentdate of formation, (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement to this Joinder Agreement or a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than or if at any Excluded time an administratively dissolved Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiaryceases to be so administratively dissolved), and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (ia) cause any such Person which is not a CFC or Inactive Subsidiary, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)4.01(a), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited, in accordance with the provisions of the Security Agreement, to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and in each case promptly thereafter (and in any event within fifteen fifteenforty five (151545) Business Daysdays) if requested (or such later date as may from time to time be approved by the Agent), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary, whether such Person shall be an Excluded Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiaryand if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agent30 days), cause any such Person which is not an Excluded Subsidiary, (i) cause any such Person to become a Co-Borrower or Guarantor, as applicable, Loan Party and ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets of the types constituting Collateral to secure the Obligations by executing and delivering to the Administrative Agent a joinder agreement to this Agreement or a counterpart each of the Security Agreement and the Facility Guaranty or and such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien to the Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiSections 4.01(h) and (iii4.01(l) of Section 4.3(a) and if requested by and, upon the Administrative Agent’s reasonable request, 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 clause (a)), this sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 5.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorAgreement.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall reasonably deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) iii deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a3.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.10 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.10 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at least ten (10) Business Days prior to the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by on the Agentdate of formation, (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement to this Joinder Agreement or a counterpart of the Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a), 4.01(k) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary as and to the extent a pledge of any greater percentage would have material negative tax implications on the Loan Parties, and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen twenty (1520) Business Days) if requested by days or such longer time period as the AgentAgent may agree in its reasonable discretion), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder Agreement to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorBorrower.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by upon the Agent, reasonable request of the Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) to become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))this Section 6.12, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any a Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case case, in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after Lender at the time that any Person (x) becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent Lender a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document documents as the Agent Lender shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent Lender on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent Lender documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by and, upon the Agentreasonable request of the Lender, favorable customary 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary) in each case in form, content and scope reasonably satisfactory to the AgentLender. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC or Real Estate SPV Entity, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a), 4.01(k) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (including any Real Estate SPV Entity) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary as and to the extent a pledge of any greater percentage would have material negative tax implications on the Loan Parties, and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base. Any entity joined as a Loan Party pursuant to this Section 6.12 shall not be designated as a “Restricted Subsidiary” under the Indenture.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen twenty (1520) Business Days) if requested by days or such longer time period as the AgentAgent may agree in its reasonable discretion), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as Subsidiary, whether such Person shall be a Restricted Subsidiary or an Unrestricted Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not an Excluded Subsidiary, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or and if such Person is not a Borrower, a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Administrative Agent on such Person’s assets on of the same types of assets which constitute constituting Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(b) and if requested by the upon Administrative Agent’s request, 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 clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan Party, to pledge such Equity Interests Indebtedness and promissory notes evidencing such IndebtednessIndebtedness to the extent any such Indebtedness is in an amount in excess of $10,000,000, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC that is not joined as a Loan Party, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Agent promptly after at the time that any Person becomes a Subsidiary or a Loan Party (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiarydefined in the Term Loan Agreement), and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Agent a joinder agreement Joinder to this Agreement or a counterpart of joinder to the Guaranty Security Agreement or such other document documents as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets on of the same types of assets which type that constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (iiiii) and (iiiiv) of Section 4.3(a4.01(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 6.11 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or GuarantorGuarantor hereunder or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien g▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (ii3) and (iii4) of Section 4.3(a4(a)(i) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ai)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this Section 9.9 (l) waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 (l) if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of each Borrowing Base.

Additional Loan Parties. (a) Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and and, in any event event, within fifteen (15) Business Days) if requested by days or such longer period of time as to which the AgentAdministrative Agent may agree in writing), (i) cause any such Person (a) which is not a Foreign Subsidiary, to (i) become a Co-Borrower or Guarantor, as applicable, Loan Party by executing and delivering to the Administrative Agent a joinder agreement to this Joinder Agreement or and/or a counterpart of the Guaranty or such other document as the Agent shall deem reasonably appropriate for such purposeFacility Guaranty, (ii) grant a perfected Lien ▇▇▇▇▇ ▇ ▇▇▇▇ to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iiSections 4.01(a)(iii) and (iii4.01(a)(iv) of Section 4.3(a) and and, if reasonably requested by the Administrative Agent, favorable opinions an opinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, in each case in formif such Subsidiary is a Foreign Subsidiary, content the Equity Interests of such Subsidiary to be pledged shall be limited to 65% of the outstanding Equity Interests of such Subsidiary and scope reasonably satisfactory to the Agentsuch time period may be extended based on local law or practice). In no event shall compliance with this Section 9.9 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 9.9 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantorpermit the inclusion of any acquired assets in the computation of the Borrowing Base.