The Loan Parties will cause each of their Material Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Material Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a) and 5.20(b).

The Loan Parties will cause each of their Material Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Material Subsidiary is formed or acquired (or such longer period of time as agreed to by the [[Administrative AgentAgent:Organization]] in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the ​. In connection therewith, the Loan Parties shall give notice to the [[Administrative Agent:Organization]] not less than ten (10) days prior to creating a Material Subsidiary (or such shorter period of time as agreed to by the [[Administrative Agent:Organization]] in its reasonable discretion), or acquiring the Equity Interests of any Loan Party.other Person. In connection with the foregoing, and within the period of time provided in the first sentence of this [Section 6.13], the Loan Parties shall deliver to the [[Administrative Agent,Agent:Organization]], with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections[Sections 4.0101(b) and (i) and 6.1414]4]4] and such other documents or agreements as the [[Administrative AgentAgent:Organization]] may reasonably request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a) and 5.20(b).request.

The Loan Parties will cause each of their Materialwholly-owned Domestic Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC)Excluded Subsidiaries) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Material Subsidiary is formed or acquired or ceases to be an Excluded Subsidiary (or such longer period of time as agreed to by the Administrative Agent​ in its reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party.Agreement. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent,​, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections[Sections 4.0101(b)] – # and 6.1413 and such other documents or agreements as the Administrative Agent​ may reasonably request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g)(i), and 5.20(b)21(g)(ii).

TheSubject to applicable law, the Borrower and each other Loan Parties willParty shall cause each of theirits wholly-owned Material Domestic Subsidiaries (other than any CFC, FSHCOformed or acquired on or after the date of this Agreement in accordance with the terms of this Agreement and each Subsidiary that is held directly or indirectly bywhich hereafter becomes a CFC) whether newly formed, after acquired or otherwise existingMaterial Domestic Subsidiary, in each case, to promptly (and in any eventbecome a Loan Party, within thirty (30) days after such Material Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreementslater date as the Administrative Agent may reasonably request, including without limitation, updated [Schedules 1.01(c)]agree) after the date of such formation or acquisition (or after the date on which such Subsidiary becomes a Material Domestic Subsidiary, as applicable), 5.10, 5.12, 5.20(a)by executing a joinder agreement substantially in the form of [Exhibit C] (a “Joinder Agreement”). Upon execution and 5.20(b).delivery thereof, each such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents.

The Loan PartiesParent Borrower will cause eachany and all of theirits direct and indirect Material Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC)Domestic Subsidiaries, whether newly formed, after acquired or otherwise existingexisting, to promptly (and in any eventbecome a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore, within thirty (30) days after sucha Domestic Subsidiary becomes a Material Subsidiary is formed or acquired (or such longer period of timeDomestic Subsidiary, as agreed todetermined by the financial statements delivered to the Domestic Administrative Agent in its reasonable discretion))pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower will cause such Domestic Subsidiary to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for any Loan Party.Agreement. In connection with the foregoing, the Loan PartiesParent Borrower shall deliver to the Domestic Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01Agent such charter and 6.14organizational documents and such other documents or agreementsopinions of in-house counsel as the Domestic Administrative Agent may reasonably request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a) and 5.20(b).request.

The Loan Parties will cause eachSection # Guarantors. If, as of theirthe date of the most recently available financial statements delivered pursuant to [Section 5.01(a) or (b)])], as the case may be, any Person shall have become a Material Subsidiaries (other than any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any eventDomestic Subsidiary, then the Borrower shall, # within thirty (30)45 days after such Material Subsidiary is formed or acquiredthereafter (or such longer period of time as agreed to by the Administrative Agent may agree in its reasonablesole discretion)) become after delivery of such financial statements, cause such Material Domestic Subsidiary to enter into a Guarantor hereunderGuaranty, or, if a Guaranty has previously been entered into by way of execution of a Joinder Agreement; provided, however, no ForeignMaterial Domestic Subsidiary shall be required(and remains in effect), a joinder agreement to become a Guarantorsuch Guaranty in form and substance reasonably satisfactory to the extent suchAdministrative Agent, and # on or prior to the date any Guaranty would result inor joinder agreement to a material adverse tax consequence for any Loan Party. In connection with the foregoing, the Loan Parties shallGuaranty has been delivered pursuant to [clause (i) above], deliver to the Administrative Agent, with respect to each new Guarantor toIssuing Bank and each [[Organization C:Organization]] all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the extent applicable, substantiallyUSA Patriot Act. If requested by the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements asAdministrative Agent, the Administrative Agent mayshall receive an opinion of counsel for the Borrower in customary form and substance reasonably request, including without limitation, updated [Schedules 1.01(c)], 5.10, 5.12, 5.20(a) and 5.20(b).satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement.