Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary and, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, # grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of anya Person that becomes a Domestic Subsidiary (other than an Excluded Subsidiary) and, within thirty (30) days after such creationcreation, acquisition or acquisition, asevent (as such time period may be extended by the Administrative Agent in its sole discretion,discretion), cause such Domestic Subsidiary to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement in the form attached thereto as [Exhibit A] or such other document as the Administrative Agent shall deem appropriatereasonably acceptable for such purpose, # grant a security interest in all Collateral (subject to the exclusions and exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Documentthe Collateral Agreement in the form attached thereto as [Exhibit A] or such other document as the Administrative Agent shall deem appropriatereasonably acceptable for such purpose and comply with the terms of each applicable Security Document,the Collateral Agreement, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary,Subsidiary and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.Agent; provided that no Credit Party shall be required to make any assignment of, or provide any mortgage over, any interest in any real property.

Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition (including by statutory division) of anya Person that becomes a Domestic Subsidiary (other than an Excluded Subsidiary) and, within thirty (30) days after such creationcreation, acquisition or acquisition, asevent (as such time period may be extended by the Administrative Agent in its sole discretion,discretion), cause such Domestic Subsidiary to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement in the form attached thereto as [Exhibit A] or such other document as the Administrative Agent shall deem appropriatereasonably acceptable for such purpose, # grant a security interest in all Collateral (subject to the exclusions and exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Borrower shall notify the Administrative Agent ofat the creation or acquisition oftime that any DomesticPerson becomes a Subsidiary, and promptly thereafter (and any event within twenty (20) days), except with respect to any Foreign Subsidiary and, within thirty (30) days after such creation or acquisition, as such time period may be extended by the(other than a Foreign Subsidiary required to comply with this [clause (a)] pursuant to [clause (b)](i) below), # execute and deliver to Administrative Agent in its sole discretion, cause such Domestic Subsidiary to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or suchall Security Documents, stock certificates, stock powers and other document as the Administrative Agent shall deem appropriate for such purpose, # grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purposeagreements and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1]instruments as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to theensure that Administrative Agent such updated Schedules to the Loan Documents as requestedhas a perfected security interest in all ownership interests held by the Administrative Agent with respect toany Obligated Party in such Domestic Subsidiary, and # delivercause such Person to the# become a Guarantor by executing and delivering to Administrative Agent a Guaranty, # execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (subject to such other documentsexceptions as Administrative Agent may permit or as otherwise allowed by this Agreement) and take all actions reasonably required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, all# with respect to each real property owned in form, contentfee simple by such Subsidiary: # the Mortgage and scope reasonably satisfactoryevidence of the proper recordation of each such Mortgage (or the delivery of any such Mortgage to the Administrative Agent.applicable title insurance company for recordation, on or immediately after the date of such delivery to such company) in the appropriate filing office, and # the Owned Real Estate

to execute and deliver to the Administrative Agent, within 30 days after the date such Person first becomes a Domestic Subsidiaries. Promptly notifySubsidiary or ceases to be an Excluded Domestic Guaranty Subsidiary (or such later date as the Administrative Agent ofmay allow in its sole discretion), a supplement to the creation or acquisition of any Domestic Subsidiary and,Guaranty, in form and substance satisfactory to the Administrative Agent; and # within thirty (30)30 days after the date such creationPerson first becomes a Domestic Subsidiary or acquisition,ceases to be an Excluded Domestic Guaranty Subsidiary (or such later date as such time period may be extended by the Administrative Agent may allow in its sole discretion,discretion), cause such Domestic Subsidiary to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, # grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned byand each Domestic Loan Party that owns such Domestic Subsidiary by delivering to the Administrative Agent a(if it has not already done so) to, as applicable, duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purposeexecute and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliversupplements to the Administrative Agent such original certificated Equity Interests orU.S. Security Agreement, Perfection Certificate, U.S. IP Security Agreements and other certificatessecurity and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documentspledge agreements, as requestedspecified by the Administrative Agent with respect to such Domestic Subsidiary, and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, contentform and scopesubstance reasonably satisfactory to the Administrative Agent.Agent and take all actions required thereunder, including delivery of certificates representing the certificated Equity Interests in and of such Domestic Subsidiary, if any, in accordance with the terms of the U.S. Security Agreement), securing payment of all the Obligations of such Domestic Subsidiary or such Domestic Loan Party, as the case may be, under the Loan Documents.

In addition to the foregoing, if at any time any Foreign Subsidiary of the Company which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the Company or any Domestic Subsidiaries. Promptly notifySubsidiary, the Company shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent of the creation or acquisition ofAgent, as promptly as possible but in any Domestic Subsidiary and,event within thirty (30) days after(or such creation or acquisition,later date as such time period may be extendedis agreed to by the Administrative Agent in its sole discretion, causeAgent) after the date upon which such Domestic Subsidiary shall have guaranteed such Indebtedness, # an executed supplement to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement tounder the Subsidiary Guaranty Agreementin the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such purpose,Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), # grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) ownedDocuments required to be delivered by such Domestic Subsidiary by deliveringPerson pursuant to the Administrative Agent a duly executed supplement to each applicable Security Document or[[Section 7.2(L)(i) and (c)])]])] resolutions, officer’s certificates, opinions of counsel and such other documentauthorizing documentation as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent,request, all in form, contentform and scopesubstance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary other than the Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary Guarantor pursuant to the [foregoing [clauses (i) or (ii)])]])], the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to the Company such documentation as the Company may reasonably request in order to release such Foreign Subsidiary from the applicable Subsidiary Guaranty.

Within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent) after the Borrower forms or acquires any Domestic Subsidiaries. Promptly notifySubsidiary that is a Wholly Owned Subsidiary (other than a CFC or CFC Holding Company) that is a Material Subsidiary, or after any Domestic Subsidiary that is a Wholly Owned Subsidiary (other than a CFC or CFC Holding Company) becomes a Material Subsidiary (and promptly if any Domestic Subsidiary becomes an obligor under any ABL Document and such Domestic Subsidiary is not a Loan Party), provide written notice to the Administrative Agent of the creation or acquisition of any Domestic Subsidiary and, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion,thereof and cause such Domestic Subsidiary to # become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guarantycounterpart of this Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, # grant a security interest in all Collateral (subjectdeliver to the exceptions specifiedAdministrative Agent documents of the types referred to in [Sections 3.01(a)(v), (vi) and (vii)])])] and a favorable opinion of counsel to such Subsidiary (which shall cover, among other things, the Collateral Agreement) owned by such Domestic Subsidiary by deliveringlegality, validity, binding effect and enforceability of the documentation referred to in [clause (i) above]), all in form and substance reasonably satisfactory to the Administrative Agent, # execute and deliver to the Administrative Agent a duly executed supplementsupplement, in the form specified therein, to the Security Agreement and each other applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and # otherwise comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred toits agreements set forth in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.5.09].

. Notify the Administrative Agent ofat the creation or acquisition of anytime that a Domestic Subsidiary and,(other than a Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary) is created or acquired after the date of this Agreement and meets the conditions set forth in the definition of “Significant Subsidiary”, and promptly thereafter (and in any event within thirty (30)60 days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion,acquisition), cause such Domestic SubsidiaryPerson to # become a Subsidiary Guarantor​ by executing and delivering to the Administrative Agent a duly executed supplement tocounterpart of the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, # grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by deliveringbe reasonably satisfactory to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary,purpose, and # deliver to the Administrative Agent such other documents as may be reasonably requested byof the Administrative Agent,types referred to in [[clauses (iii) and (iv) of Section 4.01(a)])]], all in form, content and scope reasonably satisfactory to the Administrative Agent.

In addition to the foregoing, if at any time any Foreign Subsidiary of ​ which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of ​ or any Domestic Subsidiaries. Promptly notifySubsidiary, ​ shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent of the creation or acquisition ofAgent, as promptly as possible but in any Domestic Subsidiary and,event within thirty (30) days after(or such creation or acquisition,later date as such time period may be extendedis agreed to by the Administrative Agent in its sole discretion, causeAgent) after the date upon which such Domestic Subsidiary shall have guaranteed such Indebtedness, # an executed supplement to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement tounder the Subsidiary Guaranty Agreementin the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such purpose,Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), # grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) ownedDocuments required to be delivered by such Domestic Subsidiary by deliveringPerson pursuant to the Administrative Agent a duly executed supplement to each applicable Security Document or[[Section 7.2(L)(i) and (c)])]])] resolutions, officer’s certificates, opinions of counsel and such other documentauthorizing documentation as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documents and certificates referred to in [Section 6.1] as may be reasonably requested by the Administrative Agent, # if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent,request, all in form, contentform and scopesubstance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary other than the Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary Guarantor pursuant to the [foregoing [clauses (i) or (ii)])]])], the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to ​ such documentation as ​ may reasonably request in order to release such Foreign Subsidiary from the applicable Subsidiary Guaranty.

SECTION # Additional Domestic Subsidiaries. Promptly notifySubsidiary Guarantors. In the Administrative Agent of the creation or acquisition ofevent that any Person becomes a Material Domestic Subsidiary and,(or is designated by the Borrower as, or is deemed designated as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”) or becomes a Borrowing Base Property Subsidiary, whether pursuant to formation, acquisition or otherwise, the Borrower shall promptly (and, in any event, within thirty (30) days after such creationformation, acquisition or acquisition,other event, as such time period may be extended by the Administrative Agent in its sole discretion,discretion) # cause such Domestic SubsidiaryPerson to # become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement orand the Security Agreement, # cause all of the issued and outstanding Equity Interests of such other document asSubsidiary Guarantor to be subject to a first priority, perfected Lien in favor of the Administrative Agent shall deem appropriate for such purpose, # grant a security interestto secure the Secured Obligations in all Collateral (subjectaccordance with the terms and conditions of, and subject to the exceptions specified inset forth in, the Collateral Agreement) ownedDocuments, subject in any case to Liens created under the Loan Documents, and restrictions on transfer imposed by applicable securities laws and other Liens permitted hereunder that arise by operation of law and # if any of such Domestic Subsidiary by deliveringEquity Interests consist of certificated securities, deliver to the Administrative Agent the certificates representing such securities, in each case with appropriate endorsements or transfer powers, and # if any of such Equity Interests consist of uncertificated securities, enter into a duly executed supplement to each applicable Security Document orcontrol agreement with the issuer of such other document asEquity Interests granting the Administrative Agent shall deem appropriate forcontrol (within the meaning of the UCC) over such purposeuncertificated securities, and comply with the terms of each applicable Security Document, # deliver to the Administrative Agent such opinions, documentsappropriate resolutions, other Organizational Documents and certificates referred to in [Section 6.1]legal opinions as may be reasonably requested by the Administrative Agent, # ifin each case, in substantially the forms attached to such Equity Interests are certificated, deliverLoan Document or substantially similar to those documents delivered on the Effective Date pursuant to [[Section 4.01(a)(xi) and (xii)])]])], to the Administrative Agent such original certificated Equity Interestsextent applicable, or other certificateswhich shall otherwise be in form and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and # deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scopesubstance reasonably satisfactory to the Administrative Agent.