Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. If Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and to grant and pledge to Collateral Agent a perfected security interest in 100% of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or, with respect to any such Subsidiary, to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares of each such newly created Subsidiary. In the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary, Borrower shall also grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares of ConforMIS Hong Kong. Notwithstanding the foregoing, solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof, or otherwise approved by the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisitionRequired Lenders, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New ConforMIS Hong Kong, in the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): , (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares could reasonably be expected to create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.3 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if (A) Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of Code; (B) no Intellectual Property is held or maintained by such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedat any time; and (C) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to become a co-Borrower hereunder, guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign SubsidiaryLenders, to grant secure payment and pledge to Collateral Agent performance of the Obligations a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by Borrower or such non-Foreign newly created Subsidiary, provided thatprovided, however, that in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no Borrower (or any domestic Subsidiary which is the owner of such Foreign Subsidiary) shall not be required to pledge or grant a security interest in more than sixty five percent (65% %) of the presently existing outstanding equity securities of such Foreign Subsidiary and hereafter arising issued and outstanding stock, units or other evidence no assets of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedpledged or subject to a security interest hereunder if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the outstanding equity securities would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code. Notwithstanding the foregoing, Borrower shall not be required to pledge or grant a security interest in more than sixty five percent (65%) of the outstanding equity securities of the Australia Subsidiary and no assets of the Australia Subsidiary shall be required to be pledged or subject to a security interest hereunder.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent of such the creation or acquisition, acquisition of such new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence Shares of ownership each Subsidiary; provided that a Borrower shall not be required to pledge more than sixty-five percent (65%) of the Shares of any Subsidiary of such New Subsidiary held by Borrower not incorporated or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur organized under the Internal Revenue Code for laws of one of the States or jurisdictions of the United States, and any such Subsidiary shall not be required to execute a guaranty in favor of Collateral Agent or become a co-Borrower hereunder, if such Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of 100% more than sixty five percent (65%) of the Shares, or a guaranty from such Subsidiary, or the adding of such stockSubsidiary as a co-Borrower hereunder, units or other evidence of ownership owned by creates a present and existing adverse tax consequence to such Borrower or such non-Foreign Subsidiary, no more than 65% of under the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than [***] percent ([***]%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than 65% [***] percent ([***]%) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.3 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units Shares of such Foreign Subsidiary if (A) no Intellectual Property is held or other evidence maintained by such Foreign Subsidiary at any time and (B) the aggregate value of ownership of any such New Subsidiary cash and Cash Equivalent assets held by such Foreign Subsidiary may not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any given time. Notwithstanding anything herein to the contrary, the parties hereto agree that the Securities Corporation shall not be required to become a co-Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is provide a Foreign Subsidiary guarantee of Borrower and/or of a Subsidiary the Obligations and furthermore that is the Securities Corporation shall not a Foreign Subsidiary, be obligated to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence any of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedits assets.

Creation/Acquisition of Subsidiaries. If In the event that any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify Collateral Agent Bank of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders Bank to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (ia) to cause such New Subsidiary, if such New Subsidiary is not a Foreign Subsidiaryorganized under the laws of the United States, to cause such New Subsidiary to become either a co-Borrower hereunder or a secured guarantor with respect to the Obligations Obligations; and (b) to grant and pledge to Collateral Agent Bank a perfected security interest in (i) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or which is organized under the laws of the United States, and (ii) if such New Subsidiary is a Foreign Subsidiary 65% of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur which is not organized under the Internal Revenue Code for laws of the United States. Notwithstanding the foregoing, so long as Borrower maintains an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall not be required to comply with the terms of Section 6.9(b)(ii) above with respect to New Subsidiaries created or acquired after the Closing Date; provided, however, prior to or concurrently with the pledge of 100% any stock, units or other evidence of ownership to Subordinated Lender, Borrower will pledge such stock, units or other evidence of ownership owned to Bank pursuant to a pledge agreement acceptable to Bank. If, at any time, Borrower fails to maintain an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall notify Bank within ten (10) days and shall have twenty (20) Business Days comply with the terms of Section 6.9(b)(ii) with respect to all New Subsidiaries created or such non-Foreign Subsidiary, no more than 65% acquired after the Closing Date. (k) Section 7.4 of the presently existing and hereafter arising issued and outstanding stockLoan Agreement is hereby amended by adding the following sentence to the end thereof: Notwithstanding the foregoing, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required permitted to be pledgedmake Permitted Payments (as defined in the Subordination Agreement) under the Subordinated Loan Agreement so long as a Payment Blockage Period (as defined in the Subordination Agreement) is not then in effect, an Event of Default has not occurred and is continuing, or an Event of Default would not result from the Permitted Payment. (l) Section 7.5 of the Loan Agreement is hereby amended and restated in its entirety, as follows:

Creation/Acquisition of Subsidiaries. If In the event that any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify Collateral Agent Bank of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders Bank to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (ia) to cause such New Subsidiary, if such New Subsidiary is not a Foreign Subsidiaryorganized under the laws of the United States, to cause such New Subsidiary to become either a co-Borrower hereunder or a secured guarantor with respect to the Obligations Obligations; and (b) to grant and pledge to Collateral Agent Bank a perfected security interest in (i) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or which is organized under the laws of the United States, and (ii) if such New Subsidiary is a Foreign Subsidiary 65% of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur which is not organized under the Internal Revenue Code for laws of the United States. Notwithstanding the foregoing, so long as Borrower maintains an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall not be required to comply with the terms of Section 6.9(b)(ii) above with respect to New Subsidiaries created or acquired after the Closing Date; provided, however, prior to or concurrently with the pledge of 100% any stock, units or other evidence of ownership to Subordinated Lender, Borrower will pledge such stock, units or other evidence of ownership owned to Bank pursuant to a pledge agreement acceptable to Bank. If, at any time, Borrower fails to maintain an aggregate balance of Cash at Bank plus Cash in an account covered by a control agreement acceptable to Bank of at least $25,000,000, Borrower shall notify Bank within ten (10) days and shall have twenty (20) Business Days comply with the terms of Section 6.9(b)(ii) with respect to all New Subsidiaries created or such non-Foreign Subsidiary, no more than 65% of acquired after the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedClosing Date.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary, provide Collateral Agent and Lenders with a completed Perfection Certificate in respect of such Subsidiary substantially in the form of Annex I attached hereto, and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Subsidiary after that is not an entity organized under the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any laws of the following with respect to such United States or any territory thereof (a “New Foreign Subsidiary” (defined as a Subsidiary formed after ”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the date hereof during the term of this Agreement): Required Lenders, (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Borrower shall provide Agent with at least ten (10) Business Days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within five (5) Business Days of such creation or acquisition, and Borrower or such Subsidiary shall ) take all actions such action as may be reasonably requested required by Collateral Agent or the Required Lenders to achieve cause each such Subsidiary to either, in the discretion of Agent, become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary as soon as reasonably practicable but in any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed event, within 30 days after the date hereof during the term creation or acquisition of this Agreement): such Subsidiary (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations substantially as described on Exhibit B hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, that Borrower shall not be permitted to make any Investment in such New Subsidiary held until such time as Borrower has satisfied the Joinder Requirements and, for the avoidance of doubt, thereafter only such Investments as are permitted to be made pursuant to this Agreement, including, without limitation, Section 7.7 and the definition of “Permitted Investments”. Notwithstanding the foregoing: (a) so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1, such Securities Subsidiary shall not be subject to the Joinder Requirements; provided, that, for the avoidance of doubt, (i) Borrower shall not be permitted to make any Investment in such Securities Subsidiary other than pursuant to clause (j) of the definition of Permitted Investments and (ii) the Securities Subsidiary shall be subject to a pledge by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of the Securities Subsidiary’s equity interests; (b) with respect to any CFC Holdco (other than STIH), such stockCFC Holdco shall not be subject to the Joinder Requirements other than a pledge by Borrower or Secured Guarantor, units as applicable, of 65% of the equity interests of such CFC Holdco of which are entitled to vote and 100% of the equity interests of such CFC Holdco which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)); (c) so long as STIH is and remains solely owned by ST International and its sole purpose is to own 1% of equity interests of one or more Foreign Subsidiaries that are CFCs and such other evidence 99% of ownership such equity interests are owned by a CFC or a CFC Holdco (and which 65% of such CFC’s or CFC Holdco’s equity interests of which are entitled to vote and 100% of such CFC’s or CFC Holdco’s equity interests of which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) have been pledged to Agent pursuant to the Joinder Requirements), STIH shall not be subject to the Joinder Requirements provided, however, that (i) in the event STIH is owned by Borrower or any Secured Guarantor and remains a CFC Holdco, STIH shall be subject to a pledge by Borrower (or such nonSecured Guarantor) of 65% of STIH’s equity interests of which are entitled to vote and 100% of STIH’s equity interests of which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) and (ii) in the event STIH is owned by Borrower (or any Secured Guarantor) and its sole purpose is no longer limited to own 1% of equity interests of one or more Foreign Subsidiaries that are CFCs (and which such other 99% of such equity interests are owned by a CFC or a CFC Holdco), STIH shall be subject to all the Joinder Requirements; and (d) so long as any Foreign Subsidiary (including, without limitation, Sarepta International and AVI) remains wholly-owned (except with respect to the minimum number of qualifying shares of a director or local resident that are legally required under applicable Law) by ST International STIH, another Foreign Subsidiary, no more than 65% of Borrower or Secured Guarantor, such Foreign Subsidiary shall not be subject to the presently existing and hereafter arising issued and outstanding stockJoinder Requirements; provided, units or other evidence of ownershiphowever, which entitle that (i) in the holder thereof to vote for directors or any other matter, event such Foreign Subsidiary is owned by Borrower (or any Secured Guarantor), such non-Foreign Subsidiary shall be subject to a pledge by Borrower (or such Secured Guarantor) of 65% of such Foreign Subsidiary’s equity interests of which are entitled to vote and 100% of such Foreign Subsidiary’s equity interests of which are not entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) and (ii) AVI shall not be required to satisfy the Joinder Requirements unless and until Borrower shall have failed to comply with the AVI Transfer as set forth in the Post Closing Obligations Schedule. The limitations set forth in clauses (b), (c) and (d) above shall not apply and such Persons shall be pledgedrequired to satisfy the Joinder Requirements, if the formation or purpose of any Foreign Subsidiary adversely affects, or could reasonably be expected to adversely affect, (A) the Credit Parties’ obligations to comply with Section 6.15(e) or (B) after compliance with Section 6.15(e), the exclusive rights of the Borrower or any Secured Guarantor to commercialize and sell the DMD Assets in the US Territory.

Creation/Acquisition of Subsidiaries. If Borrower In the event any Loan Party or any Subsidiary of any Loan Party creates or acquires any Subsidiary (other than an Immaterial Subsidiary) after the Effective DateDate (including, Borrower for the avoidance of doubt, pursuant to a Permitted Acquisition), such Loan Party or such Subsidiary shall promptly notify Collateral Agent of promptly, but in any event within twenty (20) Business Days, such creation or acquisition, and Borrower Loan Party or such Subsidiary shall shall, subject to any legal restrictions, take all actions reasonably requested by Collateral the Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary created, formed or acquired after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor Guarantor with respect to the Obligations and (ii) to grant and pledge to Collateral Agent a perfected security interest in 100% of the stock, units or other evidence of ownership held by such Loan Party or its Subsidiaries of any such New Subsidiary. In the event (a) one or more Subsidiaries that were previously Immaterial Subsidiaries no longer qualify as an Immaterial Subsidiary held by Borrower (including any Specified Immaterial Subsidiary that fails to satisfy the requirements therefore set forth in the definition of Immaterial Subsidiary), or its non-Foreign (b) Parent elects to have any one or more Subsidiaries become a Loan Party and notifies the Agent of such election, such Subsidiary or Subsidiaries shall be treated as a “New Subsidiary” and be subject to clauses (i) and (ii) of the immediately preceding sentence as if they were created or acquired on the date they cease to be Immaterial Subsidiaries or on the date of any such notification, as applicable. Any New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not an Immaterial Subsidiary shall be a Foreign Subsidiarydirect Subsidiary of a Loan Party, to grant and such Loan Party shall pledge to Collateral Agent a perfected security interest one hundred percent (100%) of the equity interests owned in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, that the requirement in the case immediately preceding sentence shall not apply to thirty percent (30%) of this clause all New Subsidiaries and shall only apply following the creation or acquisition of three (ii), unless no adverse tax consequences would occur under 3) New Subsidiaries that are Immaterial Subsidiaries after the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedEffective Date.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any Subsidiary creates or or, to the extent permitted hereunder, acquires any Subsidiary after the Effective Date(including, without limitation, pursuant to a Division), Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within five (5) Business Days of such creation or acquisition, ) notify Agent of the creation or acquisition of such new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, that Borrower shall not be permitted to make any Investment in such New Subsidiary held by until such time as Borrower or has satisfied the Joinder Requirements. Notwithstanding the foregoing, so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1, such non-Foreign Subsidiary, provided that, Securities Subsidiary shall not be subject to the Joinder Requirements (other than except as set forth in the case of this clause (ii) below); provided, unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of that, (i) Borrower shall not be permitted to make any Investment in such stock, units or Securities Subsidiary other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% pursuant to clause (g) of the presently existing definition of Permitted Investments and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle (ii) the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Securities Subsidiary shall be required subject to be pledgeda pledge by Borrower of one hundred percent (100.0%) of the Securities Subsidiary’s equity interests.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of Borrower’s Subsidiaries, creates or acquires any Subsidiary after the Effective Date(a “New Subsidiary”), Borrower Borrower, or such Subsidiary Subsidiary, shall promptly notify Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, New Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such New Subsidiary (substantially as described on Exhibit A hereto); and to Borrower, or such Subsidiary, as applicable, shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiaryand each Lender, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents nor to grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause (ii)) with regard to a First-Tier Foreign Subsidiary, unless no adverse tax consequences would occur under Borrower or the Internal Revenue Code applicable Subsidiary shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the issued and outstanding capital stock, membership units or other evidence securities of ownership owned by Borrower or such nonFirst-Tier Foreign Subsidiary, no more than 65% and (iii) with regard to a Foreign Subsidiary directly owned by another Foreign Subsidiary, Borrower and its Subsidiaries shall not be required to grant and pledge to Collateral Agent a security interest in any of the presently existing and hereafter arising issued and outstanding capital stock, membership units or other evidence securities of ownership, which entitle such Foreign Subsidiary 2.4 Section 7.13 (TransEnterix International/TransEnterix Europe/Vulcanos Assets). Section 7.13 of the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged.Loan Agreement is amended and restated as follows:

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock(each, units or other evidence of ownership owned by Borrower or such non-an “Excluded Foreign Subsidiary, no more than 65% ”). Lenders agree that each Foreign Subsidiary described in the Perfection Certificate as of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Effective Date is an Excluded Foreign Subsidiary shall be required to be pledgedSubsidiary.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates acquires a Foreign Subsidiary (or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after wholly-owned by a Foreign Subsidiary) in an acquisition permitted by Section 7.3 hereof, acquires a Subsidiary (or a Subsidiary wholly-owned by a Foreign Subsidiary) in a transaction approved by the date hereof during the term of this Agreement): (i) if such New Subsidiary is not Required Lenders or otherwise creates a Foreign Subsidiary, (i) such Foreign Subsidiary (or such Subsidiary wholly-owned by a Foreign Subsidiary) shall not be required to cause such New Subsidiary to become a guarantor with respect to guarantee the Obligations of Borrower under the Loan Documents or to grant a continuing pledge and security interest in and to any of the assets of such Foreign Subsidiary (or such Subsidiary that is wholly-owned by a Foreign Subsidiary), and (ii) neither Borrower nor any Subsidiary shall be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty‑five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a (or such Subsidiary that is not wholly-owned by a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted under this Agreement or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownershipownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code (it being agreed that Borrower does not need make such demonstration with respect to the stock of the Singapore Subsidiary and that, which entitle notwithstanding any provision of this Agreement (including the holder thereof to vote for directors definition of “Collateral”), no more than sixty-five percent (65%) of the stock, units or any other matter, owned by Borrower or such non-Foreign evidence of ownership of the Singapore Subsidiary shall be required subject to be pledgeda pledge and security interest in favor of the Agent and the Lenders).

Creation/Acquisition of Subsidiaries. If Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent of such the creation or acquisitionacquisition of such new Subsidiary. At Collateral Agent’s request, and in its sole discretion, Borrower or such Subsidiary if it is also a Loan Party shall take all actions such action as may be reasonably requested Credit Agreement – Domo, Inc. required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a guarantor with respect Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the Obligations and same extent that Parent has granted hereunder under the definition of “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary shall be limited to sixty-five percent (65%) of the total Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, Borrower shall (a) grant and pledge pledge, or cause to be granted and pledged, to Collateral Agent a perfected security interest in one hundred percent (100% %) of the stockEquity Interests of each such Subsidiary, units and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or other evidence of ownership of any applicable tax forms. If such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New new Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence new Subsidiary’s Equity Interests and the execution of ownership owned by Borrower a Joinder Agreement would result in material adverse tax consequences to Parent or such nonnew Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), and if such new Subsidiary has signed a Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, no more than 65unless Borrower will suffer material adverse tax consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence Equity Interests of ownership, which entitle the holder thereof to vote for directors or any other matter, such entity owned by Borrower or such non-Foreign Subsidiary any Loan Party shall be required to be pledged.pledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). Credit Agreement – Domo, Inc.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary (subject to the limitations in the definition of Shares); provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Sections 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Foreign Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders not be required to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to guarantee the Obligations of Borrower under the Loan Documents or grant a continuing pledge and to grant and pledge to Collateral Agent a perfected security interest in 100% and to the assets of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any (provided such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required subject to be pledgedthe same negative pledge arrangement with Collateral Agent and the Lenders as if party hereto) if the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed a book value of Two Hundred Fifty Thousand Dollars ($250,000.00) at any time.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such nonForeign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii), unless no adverse tax consequences would occur under ) Borrower or any such Subsidiary shall not be required to grant and pledge to Collateral Agent for the Internal Revenue Code for ratable benefit of Lenders a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or ownership of such non-Foreign Subsidiary shall be required would create a present and existing adverse tax consequence to be pledgedBorrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any of its Subsidiaries creates or acquires any Subsidiary (including, without limitation, pursuant to a Division) after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or the Required Lenders to cause each such new Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such new Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 8.15 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which shares entitle the holder thereof to vote for directors or any other matter, owned by if Borrower or demonstrates to the reasonable satisfaction of Collateral Agent that such non-Foreign Subsidiary shall be required providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to be pledgedBorrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary to Collateral Agent, for the ratable benefit of the Lenders; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.3 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any Subsidiary creates or or, to the extent permitted hereunder, acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within five (5) Business Days of such creation or acquisition, ) notify Agent of the creation or acquisition of such new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Required Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if cause each such New Domestic Subsidiary is not a Foreign Subsidiary, to cause such New other than an Excluded Domestic Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Financing Documents, within an additional fifteen (15) Business Days of such notice, and (ii) in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary to the extent such assets are of the type that would constitute Collateral (substantially as described on Exhibit A hereto); provided that, notwithstanding anything to the contrary herein or in any Financing Document, only 65% of the issued and outstanding voting stock or other voting interests, and 100% of any other equity interests, of any First-Tier Foreign Subsidiary or of any Excluded Domestic Subsidiary shall be required to be pledged (whether owned directly or indirectly by Borrower or by any such Subsidiary) or shall be Collateral hereunder or under any Financing Document; and Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New each Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in to the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be extent required to be pledgedpledged pursuant to the terms hereof (the foregoing collectively, the “Joinder Requirements”); provided that Borrower shall not be permitted to make any Investment (other than Permitted Investments) in such Subsidiary until such time as Borrower has satisfied the Joinder Requirements.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Lenders Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to achieve any the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the following with respect Lenders, and to such “New Subsidiary” (defined as each Lender, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not creates or acquires a Foreign Subsidiary, (i) such Foreign Subsidiary shall not be required to cause such New Subsidiary to become guarantee the Obligations of Borrower under the Loan Documents and grant a guarantor with respect continuing pledge and security interest in and to the Obligations assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, and to each Lender, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent of such the creation or acquisition, acquisition of such new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary; provided that Borrower shall not be required to pledge more than sixty-five percent (65%) of the Shares of any Subsidiary of Borrower not incorporated or organized under the laws of one of the States or jurisdictions of the United States, and any such New Subsidiary held by shall not be required to execute a guaranty in favor of Collateral Agent or become a co-Borrower or such non-Foreign Subsidiaryhereunder, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of 100% more than sixty five percent (65%) of the Shares, or a guaranty from such Subsidiary, or the adding of such stockSubsidiary as a co-Borrower hereunder, units or other evidence of ownership owned by creates a present and existing adverse tax consequence to Borrower or such non-Foreign Subsidiary, no more than 65% of under the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any of its Subsidiaries creates or acquires any Subsidiary (including, without limitation, pursuant to a Division) after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or the Required Lenders to cause each such new Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such new Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective Date[***] Certain confidential information contained in this document, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisitionmarked by brackets, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Required Lenders, (i) such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty‑five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which shares entitle the holder thereof to vote for directors or any other matter, owned by Borrower or if ▇▇▇▇▇▇▇▇ demonstrates to the reasonable satisfaction of Collateral Agent that such non-Foreign Subsidiary shall be required providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to be pledgedBorrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.3 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned U.S. Internal Revenue Code. 4. Section 7 of the Loan Agreement is hereby amended by Borrower or such non-Foreign Subsidiary shall be required to be pledged.adding the following Section 7.12 thereto:

Creation/Acquisition of Subsidiaries. If Borrower shall, at the time that any Loan Party forms any direct or any indirect Subsidiary creates or acquires any direct or indirect Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent within fifteen (15) days of such creation formation or acquisition, and Borrower acquisition (a) cause such new Subsidiary (except for any Foreign Subsidiary or such Excluded Domestic Subsidiary shall take all actions reasonably requested by Collateral Agent (or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (itheir respective Subsidiaries)) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to Joining Party under the Obligations Loan Documents and grant a continuing pledge and security interest in and to grant all the assets of such Subsidiary, as well as provide the appropriate financing statements, all in form and pledge substance reasonably satisfactory to Collateral Agent a perfected security interest in 100% of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, including being sufficient to grant and pledge to Collateral Agent a perfected security first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), and (b) provide appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in the stock, units or other evidence of ownership of any such New new Subsidiary held by Borrower or such non-Foreign Subsidiaryin form and substance reasonably satisfactory to Collateral Agent, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than that only 65% of the presently existing and hereafter arising issued and total outstanding stock, units or other evidence voting Equity Interests of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-first tier Foreign Subsidiary or Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such Foreign Subsidiary or Excluded Domestic Subsidiary) shall be required to be pledged, and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or applicable tax forms. Borrower shall also procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent.

Creation/Acquisition of Subsidiaries. If In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign an Excluded Subsidiary, to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations Obligations; and (ii) to grant and pledge to Collateral Agent a perfected security interest in (A) one hundred percent (100% %) of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign an Excluded Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in or (B)(1) sixty-five percent (65%) of the stock, units or other evidence of ownership which entitle the holder thereof to vote for directors or any other matter and (2) one hundred percent (100%) of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which do not entitle the holder thereof to vote for directors or any other matter, owned in each case held by Borrower or its Subsidiaries of any such non-Foreign New Subsidiary shall be required which is an Excluded Subsidiary. Notwithstanding the foregoing, immediately upon any change in the U.S. tax laws that would (i) result in such New Subsidiary ceasing to be pledgedan Excluded Subsidiary, Borrower shall cause such New Subsidiary to become either a co-Borrower hereunder or a secured guarantor with respect to the Obligations, or (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary without material adverse tax consequences to Borrower, Borrower shall cause to be granted and pledged to Collateral Agent a perfected security interest in such greater percentage of voting equity interests of such New Subsidiary, in each case from that time forward.

Creation/Acquisition of Subsidiaries. If (a) Borrower shall provide Agent with at least ten (10) Business Days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within fifteen (15) Business Days of such creation or acquisition, and Borrower or such Subsidiary shall ) take all actions such action as may be reasonably requested required by Collateral Agent or the Required Lenders to achieve any of the following with respect to cause each such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to either, in the discretion of Agent, become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Financing Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided that Borrower shall not be permitted to make any Investment in such New Subsidiary held until such time as Borrower has satisfied the Joinder Requirements. Midcap / MannKind / Credit and Security Agreement (b) By April 1, 2020, Borrower shall either (i) provide Agent with evidence reasonably satisfactory to Agent that each Restricted Foreign Subsidiary has been wound-up and dissolved in accordance with Section 7.2(b) or (ii) upon the prior written request of Agent, cause each Restricted Foreign Subsidiary to comply with the Joinder Requirements as though such Restricted Foreign Subsidiary were a new Subsidiary such that, without limiting the requirements of Section 6.8(a), (A) each Restricted Foreign Subsidiary becomes a Guarantor of all of the Obligations and pledges all of its assets (other than Excluded Property) to Agent, on behalf of Lenders, to secure the Obligations, in each case, pursuant to documentation (including, as applicable, agreements governed by Borrower or the law of the jurisdiction of formation of such non-Restricted Foreign Subsidiary) in form and substance reasonably acceptable to Agent and (B) one hundred percent (100%) of the outstanding shares of equity interest of such Restricted Foreign Subsidiary owned directly or indirectly by any Credit Party have been pledged to Agent pursuant to a pledge agreement in form and substance reasonably acceptable to Agent and governed by the law of the jurisdiction of formation of such Restricted Foreign Subsidiary. Following such a joinder, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur each such Subsidiary shall at all times thereafter be a Credit Party and a Restricted Foreign Subsidiary for all purposes hereunder and under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedFinancing Documents.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Lenders Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to achieve any the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the following with respect to Lenders, a perfected security interest in the Shares of each such “New newly created Subsidiary” (defined as a ; provided, however, that solely in the circumstance in which Borrower or any Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not creates or acquires a Foreign Subsidiary, (i) such Foreign Subsidiary shall not be required to cause such New Subsidiary to become guarantee the Obligations of Borrower under the Loan Documents and grant a guarantor with respect continuing pledge and security interest in and to the Obligations assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant the reasonable satisfaction of the Lenders that such Foreign Subsidiary providing such guarantee or pledge and pledge to Collateral Agent security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge (Zogenix Europe Limited, Brabant and each such Foreign Subsidiary that meets the requirements of 100% of such stockthis proviso, units or other evidence of ownership owned by Borrower or such non-an “Excluded Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged”).

Creation/Acquisition of Subsidiaries. If (a) Borrower shall provide Agent with at least ten (10) Business Days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create or, to the extent Midcap / MannKind / Credit and Security Agreement permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within fifteen (15) Business Days of such creation or acquisition, and Borrower or such Subsidiary shall ) take all actions such action as may be reasonably requested required by Collateral Agent or the Required Lenders to achieve any of the following with respect to cause each such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to either, in the discretion of Agent, become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Financing Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided that Borrower shall not be permitted to make any Investment in such New Subsidiary held until such time as Borrower has satisfied the Joinder Requirements. (b) By April 1, 2020, Borrower shall either (i) provide Agent with evidence reasonably satisfactory to Agent that each Restricted Foreign Subsidiary has been wound-up and dissolved in accordance with Section 7.2(b) or (ii) upon the prior written request of Agent, cause each Restricted Foreign Subsidiary to comply with the Joinder Requirements as though such Restricted Foreign Subsidiary were a new Subsidiary such that, without limiting the requirements of Section 6.8(a), (A) each Restricted Foreign Subsidiary becomes a Guarantor of all of the Obligations and pledges all of its assets (other than Excluded Property) to Agent, on behalf of Lenders, to secure the Obligations, in each case, pursuant to documentation (including, as applicable, agreements governed by Borrower or the law of the jurisdiction of formation of such non-Restricted Foreign Subsidiary) in form and substance reasonably acceptable to and (B) one hundred percent (100%) of the outstanding shares of equity interest of such Restricted Foreign Subsidiary owned directly or indirectly by any Credit Party have been pledged to Agent pursuant to a pledge agreement in form and substance reasonably acceptable to Agent and governed by the law of the jurisdiction of formation of such Restricted Foreign Subsidiary. Following such a joinder, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur each such Subsidiary shall at all times thereafter be a Credit Party and a Restricted Foreign Subsidiary for all purposes hereunder and under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedFinancing Documents.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted under this Agreement, (i) such nonForeign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower or any such Subsidiary shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty‑five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty‑five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or ownership of such non-Foreign Subsidiary shall be required would create a present and existing adverse tax consequence to be pledgedBorrower under the U.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If (a) Borrower shall provide Agent with at least thirty (30) days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within ten (10) Business Days of such creation or acquisition, and Borrower or such Subsidiary shall ) take all actions such action as may be reasonably requested required by Collateral Agent or the Required Lenders to achieve any of the following with respect to cause each such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to either, in the discretion of Agent, become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Financing Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, that (i) Borrower shall not be permitted to make any Investment in such New Subsidiary until such time as Borrower has satisfied the Joinder Requirements and (ii) with Agent’s prior written consent (which may be withheld in its sole discretion), Borrower may designate a newly formed or acquired Subsidiary a Restricted Foreign Subsidiary for purpose of this Agreement, in which case the Joinder Requirements would not apply to such Subsidiary. (b) Notwithstanding the foregoing, Borrower may make Investments of cash and cash equivalents in (but may not, for the avoidance of doubt, contribute or make any Investment consisting of any other assets to) a Restricted Foreign Subsidiary but solely to that the aggregate amount of such Investments does not exceed $600,000 in any twelve (12) month period; provided that the aggregate amount of Investments made in any Restricted Foreign Subsidiary shall not exceed the amount necessary to fund the current operating expenses of such Subsidiary (taking into account their revenue from other sources). (c) Borrowers further agrees to comply, and cause their respective Subsidiaries to comply with the following requirements with respect to the Restricted Foreign Subsidiaries (i) the total amount of cash and cash equivalents held by the Restricted Foreign Subsidiaries in Accounts other than a Collateral Account that is subject to an Control Agreement, in aggregate for all such Accounts, shall not, at any time, exceed $100,000 and (ii) such Restricted Foreign Subsidiaries shall not own or hold any other assets except for assets with a de minis value individually and in the aggregate. (d) Following (a) the occurrence and continuation of an Event of Default and (b) the exercise by Agent of any right, option or remedy provided for hereunder, under any Financing Document or at law or in equity, Borrower shall, upon request of Agent, cause each Restricted Foreign Subsidiary to declare and pay to the applicable Borrower the maximum amount of dividends and other distributions in respect of its capital stock or other equity interest legally permitted to be paid by each such non-Restricted Foreign Subsidiary, ; provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of that such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Restricted Foreign Subsidiary shall be required able to be pledgedretain for working capital purposes such other amounts used by such Restricted Foreign Subsidiaries in the Ordinary Course of Business and as are reasonable necessary for its operations based on its current projections, as provided to the Agent pursuant to Section 6.2.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by of such Foreign Subsidiary if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or such non-Foreign Subsidiary, no pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If Borrower (a) Each Credit Party shall provide Agent with at least thirty (30) days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Credit Party and such Subsidiary shall promptly notify Collateral Agent (and in any event within five (5) Business Days of such creation or acquisition, and Borrower or such Subsidiary shall ) take all actions such action as may be reasonably requested required by Collateral Agent or the Required Lenders to achieve any cause each such Subsidiary to either, in the sole discretion of Agent, become a Borrower or a Guarantor hereunder and, in each case, grant a continuing pledge and security interest in and to the following with respect to assets of such “New Subsidiary” Subsidiary (defined substantially as described on Exhibit A hereto or, in the case of a Subsidiary formed after outside of the date hereof during United States or any political subdivision thereof, in such form as reasonably acceptable to the term of this Agreement): (i) if such New Agent and as appropriate for the relevant jurisdiction in which the Subsidiary is not a Foreign Subsidiary, to cause formed); and such New Subsidiary to become a guarantor with respect to the Obligations and to Credit Party shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided that the Credit Parties shall not be permitted to make an Investment of more than $25,000 in any such New Subsidiary until such time as the Joinder Requirements have been satisfied. (b) The Credit Parties shall not permit, and shall cause each Subsidiary to not permit, the total amount of cash and cash equivalents held by Borrower or such non-all Restricted Foreign Subsidiary, provided that, Subsidiaries (other than cash and cash equivalents held by Credit Parties in Collateral Accounts that are subject to Agent’s first priority perfected security interest) to at any time exceed $250,000. (c) Following (i) the case occurrence and continuation of this clause an Event of Default and (ii)) the exercise by Agent of any of those rights under Section 10.2, unless no adverse tax consequences would occur under each Credit Party shall cause each Restricted Foreign Subsidiary to declare and pay to the Internal Revenue Code for a pledge applicable Credit Party the maximum amount of 100% dividends and other distributions in respect of such stock, units its capital stock or other evidence of ownership owned equity interest legally permitted to be paid by Borrower or each such non-Restricted Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof Subsidiary subject to vote for directors or any other matter, owned by Borrower or complying with applicable laws in such non-jurisdiction; provided that such Restricted Foreign Subsidiary shall be required able to be pledgedretain for working capital purposes such amounts used by such Restricted Foreign Subsidiaries in the Ordinary Course of Business and as are reasonably necessary for its operations based on its current projections, as provided to Agent pursuant to Section 6.2.

Creation/Acquisition of Subsidiaries. If In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective DateDate (including pursuant to the Approved Acquisition), Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall shall, within 30 days, take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become either a co-Borrower hereunder, if such New Subsidiary is organized under the laws of the United States, or a secured guarantor with respect to the Obligations Obligations; and to grant and pledge to Collateral Agent a perfected security interest in 100% of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the shares of such New Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by would create a present and existing adverse tax consequence to Borrower or such non-Foreign Subsidiary, no more than 65% of under the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary other Credit Party creates or acquires any Subsidiary after the Effective Date(including, without limitation, pursuant to a Division), Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent of such the creation or acquisition, acquisition of such new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary constituting Collateral (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary constituting Collateral; provided, however, that solely in the circumstance in which a Credit Party creates a Foreign Subsidiary or acquires a Foreign Subsidiary approved by the Required Lenders and Borrower remains in compliance with the negative covenant set forth in Section 7.12 hereof, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) such Credit Party shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% Shares that have more than sixty-five percent (65%) of the stock, units or other evidence total combined voting power of ownership all classes of Shares of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary that are entitled to vote (as determined under U.S. federal tax principles) (the "Foreign Subsidiary Interests"), if Borrower demonstrates to the reasonable satisfaction of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in the stock, units or other evidence of ownership of any such New Foreign Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Interests would create a present and existing adverse tax consequences would occur consequence to a Credit Party under the U.S. Internal Revenue Code for a pledge Code. For the avoidance of 100% of such stockdoubt, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary neither ▇▇▇▇▇▇ Therapeutics UK Ltd. nor Soleno Therapeutics Europe Ltd. shall be required to be pledgedbecome a Credit Party on the Effective Date.

Creation/Acquisition of Subsidiaries. If Borrower or In the event any Subsidiary Loan Party creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent of such the creation or acquisition, acquisition of such new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary that constitutes Collateral; and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stockshares of each such newly created Subsidiary; provided, units however, that solely in the circumstance in which any Loan Party creates or other evidence acquires a Foreign Subsidiary in an acquisition permitted by Section 7.3 hereof or otherwise approved by the Required Lenders, such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of ownership Borrower under the Loan Documents or grant a continuing pledge and security interest in and to the assets of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in if (A) Borrower demonstrates to the case reasonable satisfaction of this clause (ii), unless no Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest would create adverse tax consequences would occur to the Loan Parties under the U.S. Internal Revenue Code for a pledge of 100% of Code; (B) no material Intellectual Property is held or maintained by such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% ; and (C)(i) the aggregate value of the presently existing cash and hereafter arising issued and outstanding stock, units Cash Equivalents held or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned maintained by Borrower or such non-Foreign Subsidiary shall be required to be pledgeddoes not exceed Five Hundred Thousand Dollars ($500,000.00) at any time and (ii) the aggregate value of cash and Cash Equivalents held or maintained by all Foreign Subsidiaries that are not Loan Parties does not exceed Two Million Dollars ($2,000,000.00) at any time.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.3 hereof or otherwise approved by the Required Lenders (and provided further that such non-acquisition is not part of or in connection with either the Term B Loan Acquisition or the Term C Loan Acquisition), (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty‑five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest (other than as a co-Borrower) or Borrower providing a perfected security interest in more than sixty‑five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof, Permitted Investments or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than sixty five-percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged.the

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty‑five percent (65.00%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty‑five percent (65.00%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Borrower or In the event any Subsidiary Loan Party creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary Loan Party shall promptly notify the Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary Loan Party shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof Effective Date during the term of this Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, a Foreign Subsidiary or an MSC Subsidiary, to cause such New Subsidiary to become a Borrower or a secured guarantor with respect to the Obligations Obligations; and (ii) to grant and pledge to Collateral Agent a perfected security interest in (A) one hundred percent (100% %) of the stock, units or other evidence of ownership held by such Loan Party of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign an Excluded Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in or (B)(1) sixty-five percent (65%) of the stock, units or other evidence of ownership which entitle the holder thereof to vote for directors or any other matter and (2) one hundred percent (100%) of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which do not entitle the holder thereof to vote for directors or any other matter, owned in each case held by Borrower or such non-Loan Party of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, (a) promptly upon any change in the U.S. tax laws that would result in such New Subsidiary ceasing to be an Excluded Subsidiary, such Loan Party shall (i) cause such New Subsidiary (for the avoidance of doubt, other than any Foreign Subsidiary or MSC Subsidiary) to become a secured guarantor with respect to the Obligations and (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary without material adverse tax consequences to such Loan Party, in each case from that time forward and (b) the parties hereto agree that with respect to any Loan Party’s pledge of the equity interests of any Foreign Subsidiary, such Loan Party shall only be required to be pledgedexecute a pledge governed by the laws of the State of New York.

Creation/Acquisition of Subsidiaries. If Notwithstanding and without limiting the negative covenants contained in Section 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and, if reasonably requested by Collateral Agent or the Required Lenders: cause such new Subsidiary to provide to Collateral Agent a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Collateral Agent (including being sufficient to grant Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a first priority Lien (it being acknowledged that the Collateral may be subject to Permitted Liens) in and to the Collateral of such newly formed or acquired Subsidiary), provide to Collateral Agent and each Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent constituting Collateral, in form and substance reasonably satisfactory to Collateral Agent and each Lender, and provide to Collateral Agent and the Lenders, all other documentation in form and substance reasonably satisfactory to Collateral Agent and the Lenders, with respect to the execution and delivery of the applicable documentation referred to above; [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE ▇▇▇▇ “[***]”. provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, in an acquisition approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to cause such New Subsidiary to become guarantee the Obligations of Borrower under the Loan Documents and grant a guarantor with respect continuing pledge and security interest in and to the Obligations Collateral of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, and to each Lender a perfected security interest in 100% more than sixty‑five percent (65%) of the voting stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty‑five percent (65%) of the voting stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; provided, further, that any Foreign Subsidiary shall not own any Intellectual Property unless and until Borrower has delivered a pledge agreement under the local law governing such Foreign Subsidiary, in form and substance reasonably satisfactory to Collateral Agent, granting and pledging to Collateral Agent, for the ratable benefit of Lenders, and to each Lender, a perfected security interest in sixty five percent (65%) of the voting stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided thattogether all related documentation in form and substance reasonably satisfactory to Collateral Agent. Any document, in the case of agreement, or instrument executed or issued pursuant to this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary Section 6.12 shall be required to be pledgeda Loan Document.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent and Lenders that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If Borrower Each Loan Party shall provide Agent and Lenders with at least fifteen (15) days (or such shorter period as the Required Lenders may accept in their sole discretion) prior written notice of Borrower’s, any Loan Party’s, or any of their respective Subsidiaries’ intention to create or, to the extent permitted pursuant to this Loan Agreement, acquire (a) a new Subsidiary (other than any Project Specific JV) and (b) any Minority Subsidiary (other than a Project Specific JV) and shall cause any such Subsidiary described in clause (a) or any such Minority Subsidiary described in clause (b) (unless such Minority Subsidiary is contractually or otherwise prohibited from providing a Guaranty; provided, that to the extent any such Minority Subsidiary (i) becomes a direct or indirect Subsidiary of a Loan Party or (ii) a Loan Party or any Subsidiary creates is permitted or acquires able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, then such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and shall immediately provide a Guaranty and become a Required Guarantor Party hereunder) to provide a Guaranty; provided, that (i) any Minority Subsidiary that is contractually or otherwise prohibited from providing a Guaranty shall not be required to provide a Guaranty hereunder, unless (A) such Minority Subsidiary becomes a direct or indirect Subsidiary of a Loan Party or (B) a Loan Party or any Subsidiary after is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, in which case, such Minority Subsidiary shall no longer be excluded from the Effective requirements of becoming a Required Guarantor Party hereunder and shall immediately provide a Guaranty and become a Required Guarantor Party hereunder and (ii) to the extent that a Loan Party is unable under the organizational documents of an Affiliated Entity (as in effect as of the Closing Date) to restrict the creation of a Subsidiary of an Affiliated Entity, Borrower whether by the taking of any action or the refraining from taking of such action any Subsidiary created by an Affiliated Entity shall not be required to provide a Guaranty hereunder (such persons and entities in clauses (a) and (b), each a “Required Guarantor Party” and collectively, the “Required Guarantor Parties”). Upon such creation or, to the extent permitted hereunder, acquisition of any Required Guarantor Party or, upon any entity becoming, or upon any entity required to become, a Required Guarantor Party pursuant to the terms hereof, any such Loan Party or Subsidiary shall promptly notify Collateral Agent (and in any event within five (5) Business Days of such creation or acquisition) take all such action (including any action as may be reasonably required by Agent and the Required Lenders) to cause each such Required Guarantor Party to guarantee the Obligations under the Loan Documents and, in each case, grant a continuing pledge and Borrower security interest in and to the assets of such Required Guarantor Party (substantially as described on Exhibit B hereto); and the relevant Loan Party or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and to grant and pledge to Collateral Agent Agent, for the ratable benefit of the Lenders, a perfected security interest in 100% all of the stock, units or other evidence of ownership of each Required Guarantor Party, and execute and deliver, or cause such Required Guarantor Party to execute and deliver, such other documentation as Agent or the Lenders may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, Mortgages, any pledge amendments or supplements required pursuant to the Pledge Agreement, certified resolutions and other organizational and authorizing documents of such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or Person and favorable opinions of counsel to such Person (ii) if such New Subsidiary is which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Section 6.10), a Foreign Subsidiary Joinder Agreement in substantially the form of Borrower and/or of a Subsidiary that is not a Foreign SubsidiaryExhibit H hereto, to grant an updated Schedule 8 hereto and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided thatan updated Perfection Certificate, in each case, covering such new Person and its respective assets, all in form, content and scope reasonably satisfactory to the case Required Lenders (the foregoing collectively, the “Joinder Requirements”). For the avoidance of this clause doubt, (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or i) any Subsidiaries (other evidence of ownership than Project Specific JVs) that are owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock50%, units directly or other evidence of ownershipindirectly, which entitle the holder thereof to vote for directors by a Loan Party or any other matter, owned by Borrower or such non-Foreign Subsidiary of its Subsidiaries shall be required to become a Guarantor hereunder and be pledgeddeemed a Required Guarantor Party and (ii) any Loan Party that holds any Equity Securities in a joint venture (whether minority- or majority-controlled), Minority Subsidiary or any other Subsidiary (including any Affiliated Entities) (other than those which are not permitted to be pledged as of the Closing Date pursuant to the terms of its organizational documents) shall be required to pledge its Equity Securities in such entity to the Agent, for the benefit of the Agent and the Lenders, as collateral security for the Obligations.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent Lenders of the creation or acquisition of such creation or acquisition, new Subsidiary and take all such action as may be reasonably required by Lenders to cause each such Subsidiary to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and to grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent Lenders a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by each; provided, however, that solely in the circumstance in which Borrower or any Subsidiary acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under for the Internal Revenue Code for ratable benefit of Lenders, and Lenders a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no perfected security interest in more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence total combined voting power of ownership, which entitle the holder thereof all classes of stock entitled to vote for directors or any other matter, owned by Borrower or the shares of capital stock of such non-Foreign Subsidiary shall be required (the “Shares”), if such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than 65% of the Shares would have adverse tax consequences to be pledgedBorrower pursuant to Section 956 of the U.S. Internal Revenue Code and the regulations thereunder.

Creation/Acquisition of Subsidiaries. If Borrower In the event Borrower, or any Subsidiary of its Subsidiaries creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such creation or acquisition, new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, Lender to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any each such New Subsidiary held by newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted hereunder or otherwise approved by the Required Lenders, (i) such non-Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, provided that, in the case of this clause and (ii)) Borrower shall not be required to grant and pledge to Collateral Agent, unless no adverse tax consequences would occur under or the Internal Revenue Code for Lenders, a pledge perfected security interest in more than sixty-five percent (65%) of 100% of such the stock, units or other evidence of ownership owned by Borrower or of such non-Foreign Subsidiary, no if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle ownership would create a present and existing adverse tax consequence to Borrower under the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary becoming a co-Borrower or providing such guarantee or pledge and security interest or Borrower or any such Subsidiary providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of would create a Subsidiary that is not a Foreign Subsidiary, to grant present and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Borrower shall provide Agent with at least ten (10) days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary creates or acquires any Subsidiary after the Effective Date, (i) Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within twenty (20) Business Days of such creation or acquisition, and Borrower acquisition or such Subsidiary shall longer period as agreed to in writing by Agent in its sole discretion) take all actions such action as may be reasonably requested required by Collateral Agent or the Required Lenders to achieve any of the following with respect to cause each such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to either, in the discretion of Agent, become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Financing Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto) and to (ii) Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New each Subsidiary held by Borrower or such non-Foreign Subsidiaryconstituting Collateral (the foregoing clauses (i) and (ii) collectively, the “Joinder Requirements”); provided that, in the case of this (x) clause (iii) of the Joinder Requirements shall not apply to (A) any Subsidiary that is not wholly-owned by a Credit Party and that is related to a Permitted Pharmaceutical Monetization Transaction and (B) any Subsidiary solely created to facilitate a Permitted Pharmaceutical Monetization Transaction so long as such Subsidiary holds no assets or liabilities other than proceeds of Investments permitted by clause (f)(ii) of the definition of “Permitted Investments”; (y) except for Investments in Recursion GmbH that are permitted by clause (j) of the definition of “Permitted Investments” and except for cash and cash equivalents held in Deposit Accounts by Recursion GmbH permitted by Section 6.6(iv), unless no adverse tax consequences would occur under Borrower shall not be permitted to make any Investment in Recursion GmbH until such time as Borrower has satisfied the Internal Revenue Code for Joinder Requirements and (z) to the extent a pledge guarantee by, or the inclusion of 100more than 65% of such the voting stock, units or other evidence of ownership owned by of any newly formed or acquired Foreign Subsidiary or Subsidiary of a Foreign Subsidiary (in each case, other than Subsidiaries related to a Permitted Pharmaceutical Monetization Transaction) in the Collateral would result in material adverse tax consequences to Borrower or any of its Subsidiaries under Section 956 of the IRC, Borrower may designate in writing to Agent such non-Foreign SubsidiarySubsidiary as a Restricted Subsidiary for the purposes of this Agreement, no more than in which case (A) clause (i) of the Joinder Requirements shall not apply to such Subsidiary and (B) Borrower shall be required to grant and pledge to Agent, for the ratable benefit of the Lenders, a perfected security interest in 65% of the presently existing and hereafter arising issued and outstanding voting stock, units or other evidence of ownershipownership of such Subsidiary and all of the other stock, which entitle the holder thereof to vote for directors units or any other matter, owned by Borrower or evidence of ownership of such non-Foreign Subsidiary shall be required to be pledgedSubsidiary.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stockCode. [*] = Certain confidential information contained in this document, units or other evidence of ownership owned marked by Borrower or such non-Foreign Subsidiarybrackets, no more than 65% has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the presently existing and hereafter arising issued and outstanding stockSecurities Exchange Act of 1934, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged.as amended

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof, Permitted Investments or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five-percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower or any Subsidiary creates or or, to the extent permitted hereunder, acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent (and in any event within five (5) Business Days of such creation or acquisition, ) notify Agent of the creation or acquisition of such new Subsidiary and Borrower or such Subsidiary shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New Subsidiary to become a guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Financing Documents and, in each case, grant a continuing pledge and security interest in and to the Obligations assets of such Subsidiary (substantially as described on Exhibit A hereto); and to Borrower shall grant and pledge to Collateral Agent a perfected security interest in 100% Agent, for the ratable benefit of the stockLenders, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided, that Borrower shall not be permitted to make any Investment in such New Subsidiary held by until such time as Borrower or has satisfied the Joinder Requirements. Notwithstanding the foregoing, so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1, such non-Foreign Subsidiary, provided that, Securities Subsidiary shall not be subject to the Joinder Requirements (other than except as set forth in the case of this clause (ii) below); provided, unless no adverse tax consequences would occur under that, (i) Borrower shall not be permitted to make any Investment in such Securities Subsidiary other than pursuant to clause (g) of the Internal Revenue Code for definition of Permitted Investments and (ii) the Securities Subsidiary shall be subject to a pledge by Borrower of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign the Securities Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged’s equity interests.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that, (a) solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after the Effective Datein an acquisition permitted by Section 7.3 hereof, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty‑five percent (65.00%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if (A) Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty‑five percent (65.00%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of Code; (B) no Intellectual Property is held or maintained by such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary at any time; and (C) the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed One Hundred Thousand Dollars ($100,000.00) at any time; and (b) so long as no Event of Default has occurred and is continuing, Borrower shall not be required to be pledgedpledge any of its ownership in Lion.

Creation/Acquisition of Subsidiaries. If In the event that the Borrower or any Subsidiary of the Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Lenders of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign an Excluded Subsidiary, to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations Obligations; and (ii) to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign an Excluded Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in or (B) (1) 65% of the stock, units or other evidence of ownership of which entitle the holder thereof to vote for directors or any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause other matter and (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 2) 100% of such the stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which do not entitle the holder thereof to vote for directors or any other matter, owned in each case held by Borrower or its Subsidiaries of any such non-Foreign New Subsidiary shall be required which is an Excluded Subsidiary. Notwithstanding the foregoing, immediately upon any change in the U.S. tax laws that would (i) result in such New Subsidiary ceasing to be pledgedan Excluded Subsidiary, Borrower shall cause such New Subsidiary to become either a co-Borrower hereunder or a secured guarantor with respect to the Obligations, or (ii) allow the pledge of a greater percentage of such voting equity interests of such New Subsidiary without material adverse tax consequences to Borrower, Borrower shall cause to be granted and pledged to Collateral Agent a perfected security interest in such greater percentage of voting equity interests of such New Subsidiary, in each case from that time forward.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent of such the creation or acquisitionacquisition of such new Subsidiary. At Collateral Agent’s request, and in its sole discretion, Borrower or such Subsidiary if it is also a Loan Party shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a guarantor with respect Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the Obligations and same extent that Parent has granted hereunder under the definition of “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary shall be limited to sixty-five percent (65%) of the total Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, Borrower shall (a) grant and pledge pledge, or cause to be granted and pledged, to Collateral Agent a perfected security interest in one hundred percent (100% %) of the stockEquity Interests of each such Subsidiary, units and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify the Administrative Agent in writing of such new Subsidiary and provide the Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or other evidence of ownership of any applicable tax forms. If such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New new Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence new Subsidiary’s Equity Interests and the execution of ownership owned by Borrower a Joinder Agreement would result in material adverse tax consequences to Parent or such nonnew Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), and if such new Subsidiary has signed a Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury CreditAmended and Restated Loan and Security Agreement – Domo, Inc. Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, no more than 65unless Borrower will suffer material adverse tax consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence Equity Interests of ownership, which entitle the holder thereof to vote for directors or any other matter, such entity owned by Borrower or such non-Foreign Subsidiary any Loan Party shall be required to be pledgedpledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). As of the Restatement Date, Domo Utah shall have executed a Joinder Agreement pledging all of its Collateral in favor of Collateral Agent on behalf of Agents and Lenders.

Creation/Acquisition of Subsidiaries. If Borrower Each Loan Party shall provide Agent and Lenders with at least fifteen (15) days (or such shorter period as the Required Lenders may accept in their sole discretion) prior written notice of Borrower’s, any Loan Party’s, or any of their respective Subsidiaries’ intention to create or, to the extent permitted pursuant to this Loan Agreement, acquire (a) a new Subsidiary (other than any Project Specific JV) and (b) any Minority Subsidiary (other than a Project Specific JV) and shall cause any such Subsidiary described in clause (a) or any such Minority Subsidiary described in clause (b) (unless such Minority Subsidiary is contractually or otherwise prohibited from providing a Guaranty; provided, that to the extent any such Minority Subsidiary (i) becomes a direct or indirect Subsidiary of a Loan Party or (ii) a Loan Party or any Subsidiary creates is permitted or acquires able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, then such Minority Subsidiary shall no longer be excluded from the requirements of becoming a Required Guarantor Party hereunder and shall immediately provide a Guaranty and become a Required Guarantor Party hereunder) to provide a Guaranty; provided, that (i) any Minority Subsidiary that is contractually or otherwise prohibited from providing a Guaranty shall not be required to provide a Guaranty hereunder, unless (A) such Minority Subsidiary becomes a direct or indirect Subsidiary of a Loan Party or (B) a Loan Party or any Subsidiary after is permitted or able to cause such Minority Subsidiary to become a Guarantor, whether by virtue of becoming a majority-owned or wholly-owned Subsidiary of a Loan Party or otherwise, in which case, such Minority Subsidiary shall no longer be excluded from the Effective requirements of becoming a Required Guarantor Party hereunder and shall immediately provide a Guaranty and become a Required Guarantor Party hereunder and (ii) to the extent that a Loan Party is unable under the organizational documents of an Affiliated Entity (as in effect as of the Closing Date) to restrict the creation of a Subsidiary of an Affiliated Entity, Borrower whether by the taking of any action or the refraining from taking of such action any Subsidiary created by an Affiliated Entity shall not be required to provide a Guaranty hereunder (such persons and entities in clauses (a) and (b), each a “Required Guarantor Party” and collectively, the “Required Guarantor Parties”). Upon such creation or, to the extent permitted hereunder, acquisition of any Required Guarantor Party or, upon any entity becoming, or upon any entity required to become, a Required Guarantor Party pursuant to the terms hereof, any such Loan Party or Subsidiary shall promptly notify Collateral Agent (and in any event within five (5) Business Days of such creation or acquisition) take all such action (including any action as may be reasonably required by Agent and the Required Lenders) to cause each such Required Guarantor Party to guarantee the Obligations under the Loan Documents and, in each case, grant a continuing pledge and Borrower security interest in and to the assets of such Required Guarantor Party (substantially as described on Exhibit B hereto); and the relevant Loan Party or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and to grant and pledge to Collateral Agent Agent, for the ratable benefit of the Lenders, a perfected security interest in 100% all of the stock, units or other evidence of ownership of each Required Guarantor Party, and execute and deliver, or cause such Required Guarantor Party to execute and deliver, such other documentation as Agent or the Lenders may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, Mortgages, any pledge amendments or supplements required pursuant to the Pledge Agreement, certified resolutions and other organizational and authorizing documents of such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or Person and favorable opinions of counsel to such Person (ii) if such New Subsidiary is which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Section 6.10), a Foreign Subsidiary Joinder Agreement in substantially the form of Borrower and/or of a Subsidiary that is not a Foreign SubsidiaryExhibit H hereto, to grant an updated Schedule 8 hereto and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided thatan updated Perfection Certificate, in each case, covering such new Person and its respective assets, all in form, content and scope reasonably satisfactory to the case Required Lenders (the foregoing collectively, the “Joinder Requirements”). For the avoidance of this clause doubt, (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or i) any Subsidiaries (other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledged.Project Specific JVs) that are 47 KE 52826770.15

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days after the creation or acquisition of such new Subsidiary, which such notice shall contain a detailed reporting of the cash and non-cash assets of such new Subsidiary and attach a completed Perfection Certificate with respect to such new Subsidiary, and Borrower shall take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); Borrower shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Subsidiary that is not an entity organized under the laws of the United States or any Subsidiary territory thereof (a “Foreign Subsidiary”) and provides written notice to Collateral Agent and each Lender within ten (10) days after the Effective Date, Borrower creation or such Subsidiary shall promptly notify Collateral Agent acquisition of such creation or acquisitionForeign Subsidiary, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.”

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; ; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Subsidiary after that is not an entity organized under the Effective Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any laws of the following with respect to such United States or any territory thereof (a “New Foreign Subsidiary” (defined as a Subsidiary formed after ”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the date hereof during the term of this Agreement): Required Lenders, (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership such Foreign Subsidiary; in each case of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (i) and (ii) ), if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such New Subsidiary is a Foreign Subsidiary of providing such guarantee or pledge and security interest or Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary (including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty-five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.

Creation/Acquisition of Subsidiaries. If Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent of such the creation or acquisitionacquisition of such new Subsidiary. At Collateral Agent’s request, and in its sole discretion, Borrower or such Subsidiary if it is also a Loan Party shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a guarantor with respect Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the Obligations and same extent that Parent has granted hereunder under the definition of “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary shall be limited to sixty-five percent (65%) of the total Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary,, Borrower shall (a) grant and pledge pledge, or cause to be granted and pledged, to Collateral Agent a perfected security interest in one hundred percent (100% %) of the stockEquity Interests of each such Subsidiary, units and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify Administrative Agent in writing of such new Subsidiary and provide Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or other evidence of ownership of any applicable tax forms. If such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New new Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence new Subsidiary’s Equity Interests and the execution of ownership owned by Borrower a Joinder Agreement would result in material adverse tax consequences to Parent or such nonnew Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), and if such new Subsidiary has signed a Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Amended and Restated Loan and Security Agreement – Domo, Inc. Interests so that the pledge of such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, no more than 65unless Borrower will suffer material adverse tax consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence Equity Interests of ownership, which entitle the holder thereof to vote for directors or any other matter, such entity owned by Borrower or such non-Foreign Subsidiary any Loan Party shall be required to be pledgedpledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). As of the Restatement Date, Domo Utah shall have executed a Joinder Agreement pledging all of its Collateral in favor of Collateral Agent on behalf of Agents and Lenders.

Creation/Acquisition of Subsidiaries. If Notwithstanding and without limiting any restrictions contained herein or remedies available to Agents or Lenders, in the event Borrower or any Subsidiary creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or and such Subsidiary shall promptly notify Collateral Agent of such the creation or acquisitionacquisition of such new Subsidiary. At Collateral Agent’s request, and in its sole discretion, Borrower or such Subsidiary if it is also a Loan Party shall take all actions such action as may be reasonably requested required by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Foreign Subsidiary, to cause each such New created or acquired Subsidiary other than an Immaterial Foreign Subsidiary to become a guarantor with respect Joining Party under the Loan Documents and grant a continuing pledge and security interest in and to substantially all of its assets (i.e., to the Obligations and same extent that Parent has granted hereunder under the definition of “Collateral”), provided that the pledge of Equity Interests of an Immaterial Foreign Subsidiary shall be limited to sixty-five percent (65%) of the total Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)) of such Immaterial Foreign Subsidiary. For any Subsidiary created other than an Immaterial Foreign Subsidiary, Borrower shall (a) grant and pledge pledge, or cause to be granted and pledged, to Collateral Agent a perfected security interest in one hundred percent (100% %) of the stockEquity Interests of each such Subsidiary, units and (b) procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent, and (c) notify Administrative Agent in writing of such new Subsidiary and provide Administrative Agent with all documentation and other information which Administrative Agent may reasonably request with respect to any new Subsidiary that becomes a Joining Party in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, including an IRS Form W-9 or other evidence of ownership of any applicable tax forms. If such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New new Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, to grant and pledge to Collateral Agent a perfected security interest in the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no adverse tax consequences would occur under the Internal Revenue Code for a pledge of 100% of such stock, units or other evidence new Subsidiary’s Equity Interests and the execution of ownership owned by Borrower a Joinder Agreement would result in material adverse tax consequences to Parent or such nonnew Subsidiary, then such new Subsidiary shall not be required to sign a Joinder Agreement and the pledge of Equity Interests shall be reduced to sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)), and if such new Subsidiary has signed a Joinder Agreement, Collateral Agent shall release it from that Joinder Agreement along with a release Equity Interests so that the pledge of such new Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). If an entity which at one time was an Immaterial Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, no more than 65unless Borrower will suffer material adverse tax consequences, such Immaterial Foreign Subsidiary shall upon Collateral Agent’s request promptly become a Joining Party under the Loan Documents and grant a Amended and Restated Loan and Security Agreement – Domo, Inc. continuing pledge and security interest in and to substantially all of its assets (i.e., to the same extent that Parent has granted hereunder under the definition of “Collateral”), 100% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence Equity Interests of ownership, which entitle the holder thereof to vote for directors or any other matter, such entity owned by Borrower or such non-Foreign Subsidiary any Loan Party shall be required to be pledgedpledged as additional Collateral, and Borrower or such Loan Party shall procure the issuer’s agreement to follow Collateral Agent’s instructions regarding any Disposition of such securities, such agreement to be in form and substance satisfactory to Collateral Agent. If after an Immaterial Foreign Subsidiary has become a Loan Party and either Parent or such Subsidiary would incur material adverse tax consequences as a result of such Subsidiary being a Loan Party that would be avoided is such Subsidiary were not a Loan Party, then Collateral Agent shall release such Subsidiary from its Joinder Agreement along with a release of such Subsidiary’s Equity Interests so that the pledge of such Subsidiary’s Equity Interests shall equal sixty-five percent (65%) of the Equity Interests entitled to vote (within the meaning of Treasury Regulations Section 1.956-2(c)(2)). As of the Restatement Date, Domo Utah shall have executed a Joinder Agreement pledging all of its Collateral in favor of Collateral Agent on behalf of Agents and Lenders.

Creation/Acquisition of Subsidiaries. If In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires any a Foreign Subsidiary after in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Effective DateRequired Lenders, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Foreign Subsidiary is shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, to cause such New Subsidiary to become a guarantor with respect to the Obligations and (ii) Borrower shall not be required to grant and pledge to Collateral Agent Agent, for the ratable benefit of Lenders, a perfected security interest in 100% more than sixty‑five percent (65%) of the stock, units or other evidence Shares of ownership of any such New Subsidiary held by Borrower or its non-Foreign Subsidiaries or (ii) if such New Subsidiary is a Foreign Subsidiary of Borrower and/or of a Subsidiary that is not a Foreign Subsidiary, if Borrower demonstrates to grant and pledge to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty‑five percent (65%) of the stock, units or other evidence of ownership of any such New Subsidiary held by Borrower or such non-Foreign Subsidiary, provided that, in the case of this clause (ii), unless no Shares would create a present and existing adverse tax consequences would occur consequence to Borrower under the U.S. Internal Revenue Code for a pledge of 100% of such stock, units or other evidence of ownership owned by Borrower or such non-Foreign Subsidiary, no more than 65% of the presently existing and hereafter arising issued and outstanding stock, units or other evidence of ownership, which entitle the holder thereof to vote for directors or any other matter, owned by Borrower or such non-Foreign Subsidiary shall be required to be pledgedCode.