At any time a Subsidiary of the Borrowers that # is not a Credit Party becomes the owner (or ground lessee under an Eligible Ground Lease) of Property that the Borrowers determine to treat as an Unencumbered Property, Unencumbered Eligible Land

As soon as practicable and in any event within thirty (30) days after any Person becomes a Material Subsidiary, the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall # if such Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute a Joinder Agreement in substantially the same form as [Schedule 7.12], # cause # one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary (that is not an Excluded Subsidiary) directly owned by a Credit Party and # sixty-five percent (65%) of the issued and outstanding Voting Stock and one hundred percent (100%) of the issued and outstanding Capital Stock not constituting Voting Stock of each Foreign Subsidiary directly owned by a Credit Party, to be delivered to the Administrative Agent (together with undated stock powers signed in blank (unless, with respect to a Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in form acceptable to the Administrative Agent and cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person all in form, content and scope reasonably satisfactory to the Administrative Agent.

Loan Parties’ Credit Decisions. Each Loan Party has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement (and in the case of the Guarantors, to give the guaranty under this Agreement) and each other Loan Document to which it is or is to be a party, and each Loan Party has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Investments by Material Subsidiaries that are not Credit Parties in other Subsidiaries that are not Credit Parties;

#Anti-Corruption Laws.67

Information Regarding Credit Parties. Each Credit Party will furnish to the Collateral Agent prior written notice of any change in such Credit Party’s: # legal name; # corporate structure; # Federal Taxpayer Identification Number; or # jurisdiction of incorporation, formation or organization, as applicable;

Ratification by Credit Parties. Borrower hereby ratifies, affirms and confirms the Loan Documents (as modified by this Amendment), and acknowledges and agrees that the Loan Documents (as modified by this Amendment) remain in full force and effect and are enforceable against Borrower and against the Collateral described therein in accordance with their respective terms. Borrower hereby further acknowledges and agrees that, as of the Fifth Amendment Date, the Loan Documents, as amended by this Amendment, are not subject to any defenses, rights of setoff, claims or counterclaims that might limit the enforceability thereof, the obligations created and evidenced thereby or the terms and provisions thereof

Ratification by Credit Parties. Borrower hereby ratifies, affirms and confirms the Loan Documents (as modified by this Amendment), and acknowledges and agrees that the Loan Documents (as modified by this Amendment) remain in full force and effect and are enforceable against Borrower and against the Collateral described therein in accordance with their respective 82001324v.7

Indemnification by Credit Parties. Subject to the last sentence of [Section 2.19(c)], Credit Parties shall jointly and severally indemnify Administrative Agent and any Lender for the full amount of Taxes for which additional amounts are required to be paid pursuant to [Section 2.19(b)] arising in connection with payments made under this Agreement or any other Credit Document and Other Taxes (including any such Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.19) paid or payable by Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party shall be conclusive absent manifest error. Such payment shall be due within ten days of such Credit Party’s receipt of such certificate.

Information Regarding Credit Parties. Each Credit Party will furnish to the Collateral Agent prior written notice of any change in such Credit Party’s: # legal name; # corporate structure; # Federal Taxpayer Identification Number; or # jurisdiction of incorporation, formation or organization, as applicable;