Formation of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Sixth Restatement Effective Date, at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within thirty days of such event (or such later date as permitted by Agent in its sole discretion) # unless such Subsidiary is an Excluded Subsidiary, cause such Subsidiary # if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and # to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other Security Documents reasonably requested by the Agent, in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); # except to the extent exempted or excluded under and in accordance with the terms of the Guaranty and Security Agreement, provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that is a CFC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and # provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent and each Lender, respectively.

Formation of Subsidiaries. Each Loan PartyBorrower will, at the time that any Loan Party forms any direct or indirect Subsidiary,Subsidiary or acquires any direct or indirect Subsidiary after the Sixth Restatement EffectiveClosing Date, at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within thirty30 days of such eventformation or acquisition (or such later date as permitted by Agent in its sole discretion) # unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary # if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and # to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other Security Documents reasonably requested by the Agent,security agreements with respect to any assets or property of such new Subsidiary constituting Collateral, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); # except to the extent exempted or excluded under andSubsidiary constituting Collateral (as defined in accordance with the terms of the Guaranty and Security Agreement, provide, or causeAgreement); provided, that the applicable Loan Party to provide, to Agent a pledge agreement (or an addendumjoinder to the Guaranty and Security Agreement)Agreement and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that is a CFC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFC or Disregarded Domestic Person)other security agreements shall not be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefitsprovided to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary),with respect to any Foreign Subsidiary, and # provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more customary opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above. AgentAny document, agreement, or instrument executed or issued pursuant to this [Section 5.11] shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is notconstitute a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent and each Lender, respectively.Document.

Formation of Subsidiaries. Each Loan Party will, atAt the time that any Loan Party forms any direct or indirect Subsidiary,Subsidiary or acquires any direct or indirect Subsidiary after the Sixth Restatement EffectiveClosing Date, at any time when any direct or indirect Subsidiary of asuch Loan Party that previously was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary,shall # within thirtyten (10) days of such eventformation or acquisition (or such later date as permitted by Agent in its sole discretion) # unlesscause any such new Subsidiary is an Excluded Subsidiary, cause such Subsidiary # if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and # to provide to Agent a joinder to the Guaranty and the Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other Security Documents reasonably requested by the Agent,security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least ​), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that # exceptwith respect to the extent exempted or excludedObligations of any Loan Party organized under and in accordance with the termslaws of the Guaranty andUnited States, the Guaranty, the Security Agreement, provide, or cause the applicableand such other security documents shall not be required to be provided to Agent with respect to any Subsidiary of a Loan Party that is a controlled foreign corporation (or with respect to provide,any new domestic Subsidiary that does not have assets with a value in excess of ​ or operations other than the Stock of a controlled foreign corporation) if providing such documents would result in material adverse tax consequences, # within ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), provide to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, thatthat, only 65%sixty-five percent (65%) of the total outstanding voting Equity InterestsStock of any first tier Subsidiary of a Loan Partyany Borrower that is a CFC or a Disregarded Domestic Personcontrolled foreign corporation (and none of the Equity InterestsStock of any Subsidiary of such CFC or Disregarded Domestic Person)controlled foreign corporation) shall be required to be pledged to secure the Obligations of any Loan Party organized under the laws of the United States if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits toof Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and # within ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which,which in its reasonable opinion,opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Agent shall not accept deliveryabove (including policies of any joinder to any Loan Documenttitle insurance or other documentation with respect to any Subsidiary of any Loan Party that is notall Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this [Section 5.11] shall be a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent and each Lender, respectively.Document.

Formation ofRestricted Subsidiaries That Are Not Excluded Subsidiaries. Each Loan Party will, atIn the timeevent that any Loan Party forms anyPerson becomes a direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Sixth Restatement Effective Date, at any time when any direct or indirectRestricted Subsidiary of a Loan Party that previously was(other than an Excluded Subsidiary) or ceases to constitute an Excluded Subsidiary ceasesor Unrestricted Subsidiary or if any Excluded Subsidiary shall guarantee any Indebtedness of the Borrower or any other Loan Party in excess of the Threshold Amount during any fiscal quarter, promptly thereafter, and in any event on or prior to the date the next Compliance Certificate is required to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within thirty daysdelivered pursuant to [Section 6.02(b)] in respect of such event (or such later datefiscal quarter (such date, as permittedit may be extended by the Administrative Agent in its sole discretion)discretion, a “Quarterly Reporting Date”) # unless such Subsidiary is an Excluded Subsidiary, cause such Subsidiary # if such Subsidiary is a Domestic SubsidiaryPerson to execute and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agentdeliver a Joinder to this Agreement,Agreement and # to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other Security Documentsdocuments as the Administrative Agent shall reasonably requested by the Agent, in formrequest, # pledge and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); # except to the extent exempted or excluded under and in accordance with the terms of the Guaranty and Security Agreement, provide, or cause the applicable Loan Party to provide, to Agentmaintain a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that is a CFC or a Disregarded Domestic Person (and noneone hundred percent (100%) of the Equity Interests of anysuch Subsidiary (subject to no Liens, other than Permitted Liens); (it being understood that, in the event the owner of such CFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and # provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party thatEquity Interests is not a Loan Party, ifsuch owner shall execute a deliver a Joinder Agreement and such other documents as the Administrative Agent shall reasonably request), and # deliver, and cause such Person to deliver, to the Administrative Agent documents of the types referred to in [[Sections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(viii), 4.01(a)(x) and 4.01(a)(ix)])])])])]])])], and, to the extent requested by the Administrative Agent, documents of the types referred to in [Section 4.01(a)(xi)], and favorable opinions of counsel to the Borrower and such Subsidiary that qualifies as a “legal entity customer” under(which shall cover, among other things, the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certificationlegality, validity, binding effect and enforceability of the documentation executed pursuant to this [Section 6.11(a)]), all in relation to such Subsidiaryform, content and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall bescope reasonably satisfactory to Agent and each Lender, respectively.the Administrative Agent.

Formation of Subsidiaries. Each Loan Party will, at the time thatIf any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Sixth Restatement Effective Date, at any time when anyadditional direct or indirect Subsidiary of the Borrower is formed or acquired following the First Amendment and Restatement Effective Date and such Subsidiary is # a Loan Party that previously waswholly owned domestic Subsidiary (other than an Excluded Subsidiary) or # any other domestic Subsidiary ceases tothat may be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within thirty days of such event (or such later date as permitted by Agentthe Borrower in its sole discretion) # unlessdiscretion, within twenty (20) days after the date such Subsidiary is an Excluded Subsidiary,formed or acquired or meets such criteria (or first becomes subject to such requirement) (or such longer period as the Administrative Agent may agree in its sole discretion), notify the Administrative Agent thereof and, within sixty (60) days after the date such Subsidiary is formed or acquired or meets such criteria (or first becomes subject to such requirement) or such longer period as the Administrative Agent may agree in its sole discretion, cause such Subsidiary # ifto become a Guarantor and Pledgor and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary isSubsidiary; provided that the foregoing shall not require the delivery of any document, financing statement, legal opinion or instrument or the taking of any action, in each case in respect of such Subsidiary, of a Domestic Subsidiary and Administrative Borrower requests, subjecttype described on [Schedule 7] until the date required pursuant to [Section 5.09]. Notwithstanding anything to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and # to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with (subject to such longer time period as may be expressly providedcontrary herein or in any other Loan Document) such other Security Documents reasonably requestedDocument, # in no circumstance shall any Excluded Subsidiary become a Guarantor or a Pledgor unless designated as a Guarantor or Pledgor, as applicable, by the Agent,Borrower in formits sole discretion and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); # except to the extent exempted or excluded under and in accordance with the terms of the Guaranty and Security Agreement, provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interestsholders of any first tier SubsidiarySubsidiary’s equity interests are prohibited from granting Liens on such equity interests to secure the Secured Obligations by any applicable Law, or the grant of any such Lien would require consent, approval, license or authorization of a Loan Party that is a CFCGovernmental Authority (unless such consent, approval, license or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary ofauthorization has been received), in no circumstance shall such CFC or Disregarded Domestic Person) shall beequity interests required to be pledged if pledging a greater amount would result in adverse tax consequences orto secure the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and # provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent and each Lender, respectively.Secured Obligations.

Formation of Subsidiaries. Each Loan PartyBorrower will, at the time that Parent or any Loan Party forms any direct or indirect Subsidiary,Subsidiary or acquires any direct or indirect Subsidiary after the Sixth Restatement Effective Date,Closing Date (in each case, other than a Subsidiary that is an Immaterial Subsidiary), or at any time whenthat any direct or indirect Subsidiary of a Loan Party that previously was an ExcludedImmaterial Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a RestrictedImmaterial Subsidiary, within thirty10 days (or, with respect to SignalDemand, Inc., a Delaware corporation, 30 days) of such eventformation or acquisition or the date such Subsidiary ceases to be an Immaterial Subsidiary (or such later date as permitted by Agent in its sole discretion) # unless such Subsidiary is an Excluded Subsidiary, cause such Subsidiary # if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and # to provide to Agent a joinder toguaranty of the Guaranty and Security Agreement, in each case,Obligations, together with (subjectsuch security documents (including Mortgages with respect to any Real Property owned in fee of such longer time periodnew Subsidiary with a fair market value greater than ​), as may be expressly provided in any other Loan Document) such other Security Documents reasonably requested by the Agent,well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary)Subsidiary to secure its guaranty of the Obligations); provided, that such guaranty and such security documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent that is a CFC if providing such agreements # exceptwould result in adverse tax consequences, # would be prohibited under applicable law or # the costs to the extent exemptedLoan Parties of providing such guaranty or excluded undersecurity agreements are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and in accordance with the termsLenders of the Guaranty and Security Agreement,security or guarantee afforded thereby, # provide, or cause the applicable Loan Party or Parent to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement)Agreement or Pledge Agreement to the extent the applicable Loan Party is a party thereto) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent;Agent in order to secure the Obligations; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan PartyParent that is a CFC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFC or Disregarded Domestic Person)CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers)Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and # provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Agent shall not accept deliveryabove (including policies of any joinder to any Loan Documenttitle insurance or other documentation with respect to any Subsidiary of any Loan Party that is notall Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this [Section 5.11] shall constitute a Loan Party, ifDocument. Notwithstanding any other provision of this Agreement, the parties hereto acknowledge that they have agreed to defer compliance with applicable requirements of German and English law with respect to the granting and perfection of security interests in the Equity Interests of ​ Germany and ​ Europe, and any representation or warranty set forth herein with respect to the creation or perfection of such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relationsecurity interests or compliance with German or English law with respect to such Subsidiarycreation or perfection is so qualified; provided, that if at any time # the revenue of ​ Germany or ​ Europe for the most recently ended twelve month period is more than ​ or # the revenue of ​ Germany and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks​ Europe for the most recently ended twelve month period (when aggregated with the revenue for all other Subsidiaries of Parent that are CFCs for such Subsidiary,twelve month period) is more than 20% of the resultsrevenue of whichthe Parent and its Subsidiaries on a consolidated basis for such twelve month period, Borrower shall be required to provide a pledge under applicable German and English law in form and substance reasonably satisfactory to Agent of 65% of the outstanding voting Equity Interests of ​ Germany and each Lender, respectively.​ Europe as set forth in this [Section 5.11].