Common use of Formation of Subsidiaries Clause in Contracts

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages and related Real Estate Deliveries with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. (a) Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (ai) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (A) 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 (B) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (in each case, subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that but excluding any assets of the joinder to type expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement, and such other security agreements shall not be required ) pursuant to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders Section 3 of the security or guarantee afforded therebyGuaranty and Security Agreement), (bii) 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 Subsidiary, subject to the rights, if any, of the holders of the Senior Secured Notes and 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 Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (ciii) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days of such formation or acquisition (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Guaranty, Guarantor Security Agreement, and Intercompany Subordination Agreement (or joinder thereto), together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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, provided that the joinder to the Guaranty and Guaranty, Guarantor Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000), 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 the that, such joinder to the Guaranty agreements and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any such Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (b) provide, within 30 days of such formation or cause the applicable Loan Party to provide, 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, that that, only 65% of the total outstanding voting Equity Interests Stock of any first tier such Subsidiary of a Borrower that is a CFC Foreign Subsidiary (and none of the Equity Interests Stock of any Subsidiary of such CFCForeign Subsidiary) 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 (c) within 30 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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) 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of the date of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Parent and Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (other than a Non-Guarantor Subsidiary), within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the US Guaranty and Security Agreement and/or a joinder to the Canadian Guarantee and Security Agreement, as applicable, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), 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, except to the extent such assets are expressly excluded from the Collateral pursuant to the Security Agreements); provided, that the joinder to the US Guaranty and Security Agreement, Agreement and/or a joinder to the Canadian Guarantee and Security Agreement and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a US Loan Party that is a CFC or if providing such agreements would could reasonably be expected to (i) result in material adverse tax consequences or consequences, (ii) result in the costs to the Loan Parties of providing such guaranty or such security agreements that are unreasonably excessive disproportionately large (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebythereby or (iii) be prevented or significantly impaired by foreign laws or regulations, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the US Guaranty and Security Agreement and a Canadian Guarantee 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 Borrower any US Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would could reasonably be expected to (i) result in material adverse tax consequences to a Loan Party or its Affiliates, (ii) result in the costs to the Loan Parties of providing such pledge are unreasonably excessive that are disproportionately large (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby thereby, (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)) or (iii) be prevented or significantly impaired by foreign laws or regulations, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and Collateral to the extent required to be subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 assets, subject to the Intercreditor Agreement, of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 fifteen (15) days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor Security Agreement, together (b) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, that the joinder to the Guaranty and the Guarantor Security Agreement, Agreement and such other security agreements Security Documents, shall not be required to be provided to the Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (bc) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) Pledged Interests Addendum 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 AgentSubsidiary; provided, that only sixty-five percent (65% %) of the total outstanding voting Equity Voting Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary) 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 the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (cd) provide to the Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Agent, which, in its opinionPermitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or that constitutes a Material Subsidiary, acquires any direct or indirect Subsidiary after the Closing DateDate that constitutes a Material Subsidiary, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days of such formation or acquisition (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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); providedprovided that if such new Subsidiary is a Foreign Subsidiary, that the execution and delivery of such joinder to the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements it would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent Borrower and the Lenders of the security or guarantee afforded therebyits Subsidiaries, (b) provide, or cause the applicable Loan Party to provide, provide to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Agent; providedprovided that if such new Subsidiary is a Foreign Subsidiary, that the pledge of only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) its ownership interests shall be required to be pledged if pledging a the pledge of any greater amount percentage would result in material 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 Borrower 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)its Subsidiaries, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000250,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in material adverse tax Tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax Tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Subject to the Intercreditor Agreement, each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days fifteen (15) Business Days (or, with respect to any real property documents or actions, sixty (60) days) of such formation or acquisition (or such later date as permitted by Agent Co-Collateral Agents in its their sole discretion) (a) cause such new Subsidiary to provide to Agent Co-Collateral Agents a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000S5,000,000), 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 Co-Collateral Agents (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent Co-Collateral Agents with respect to any Subsidiary of Parent or any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (b) provide, or cause the applicable Loan Party to provide, to Agent Co-Collateral Agents 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 AgentCo-Collateral Agents; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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)pledged, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentCo-Collateral Agents, which, in its their opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents, the MSD Term Loan Documents, 2017 Notes Documents or the documents evidencing any Refinancing Indebtedness with respect to any of the foregoing and (ii) within 10 days 20 Business Days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty substantially in the form of Exhibit A to the Guaranty (a “Guarantor Joinder Agreement”) and a joinder to the Security AgreementAgreement substantially in the form of Annex 1 to the Security Agreement (a “Security Agreement Joinder”), together with such other security agreements documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary with a fair market value greater than $1,000,000to the extent required by the Loan Documents), 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 the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to the Intercreditor Agreements and to Permitted Collateral Liens and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder notwithstanding anything to the contrary herein or in the other Loan Documents, no Guaranty and Security Agreement, and or any such joinder or other security agreements documents shall not be required to be provided to Agent with respect to any Excluded Subsidiary unless any of such is delivered under the ABL Loan Documents, the MSD Term Loan Documents, the 2017 Note Documents or any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs Refinancing Indebtedness with respect to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders any of the security or guarantee afforded therebyforegoing, (b) provideno later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents, the MSD Term Loan Documents, the 2017 Notes Documents or cause documents evidencing Refinancing Indebtedness with respect to the applicable Loan Party to provide, foregoing and (ii) within 20 Business 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 and, subject to the terms of the Intercreditor Agreements, 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 Agentthe Required Lenders; provided, provided that only 65% of the total outstanding voting Equity Capital Interests and 100% of the total outstanding non-voting Capital Interests of any first tier Section 956 Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 (it being understood that such pledge are unreasonably excessive (as determined shall not be required to be documented 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 a non-United States law governed by the laws of the jurisdiction of such Subsidiary)pledge agreement, and (c) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents, the MSD Term Loan Documents, the 2017 Notes Documents or documents evidencing Refinancing Indebtedness with respect to the foregoing and (ii) within 20 Business Days of such formation or acquisition (or such later date as permitted by the Required Lenders) provide to Agent all other documentation, including to the extent the Required Lenders shall so request, one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agentthe Required Lenders, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Credit Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or any Excluded Subsidiary becomes a non-Excluded Subsidiary, such Credit Party shall (a) within 10 15 days of such formation or acquisition or change in status (or or, in the case of a Subsidiary that ceases to be an Excluded Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by the Administrative Agent in its sole discretion) (a) ), cause such new any Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens, the Intercreditor Agreement and any other Acceptable Intercreditor Agreement) in and to the assets (other than Real Property) of such newly formed or acquired Subsidiary or such existing Subsidiary that becomes a non-Excluded Subsidiary); provided, provided that the (i) such joinder to the Guaranty and Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Administrative Agent and Collateral Agent with respect to any Excluded Subsidiary, so long as such Subsidiary does not guarantee any of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences the Revolving Loan Indebtedness or Credit Agreement Refinancing Indebtedness and (ii) no Excluded Subsidiary shall be excluded from the costs foregoing requirements to the extent that such Subsidiary is, or is required to become, an obligor in respect of Revolving Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyIndebtedness, (b) providewithin 15 days of such formation or acquisition or change in status (or, or cause in the applicable Loan Party case of a Subsidiary that ceases to providebe an Excluded Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent and Collateral 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 the Administrative Agent and Collateral Agent; provided, provided that (i) only 65% of the total outstanding voting Voting Equity Interests of any first first-tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged (which pledge (1) if pledging a greater amount would result in adverse tax consequences or the costs provided to the Loan Parties of providing such pledge are unreasonably excessive Revolving Administrative Agent and/or the lenders under Revolving Credit Agreement or (as determined by Agent in consultation with Borrowers2) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agentthe Administrative Agent and Collateral Agent with respect to a Foreign Subsidiary that generates annual revenue in excess of 5.0% of the consolidated annual revenue of the Borrower and its Subsidiaries or owns assets the book value of which exceeds 5.0% of the consolidated book value of the total assets of the Borrower and its Subsidiaries, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (ii) this clause (b) shall not apply to the Stock of any Excluded Subsidiary, other than to the extent contemplated by the immediately preceding clause (i), and (c) within 15 days of such formation or acquisition or change in status (or, in the case of a Subsidiary that ceases to be an Excluded Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by the Administrative Agent in its sole discretion) provide to the Administrative Agent and Collateral Agent all other documentation, including including, if requested by the Administrative Agent, one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above above. In addition, no Credit Party that is a limited liability company shall be permitted to divide itself into two or more limited liability companies (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject pursuant to a mortgage“plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) other than to effectuate a Permitted Disposition without the prior written consent of the Administrative Agent, and in the event that any Credit Party that is a limited -91- liability company divides itself into two or more limited liability companies (with or without the prior consent of the Administrative Agent as required above), any limited liability companies formed as a result of such division shall be required to comply with the obligations set forth in this Section 9.11 (regardless of whether any such new companies are “Subsidiaries” or not, unless any such new company is not a Subsidiary as the result of a Permitted Disposition or such new company is an Excluded Subsidiary) and the other further assurances obligations set forth in the Credit Documents and, except in the case of an Excluded Subsidiary or a Person that is not a Subsidiary as the result of a Permitted Disposition, become a Guarantor under this Agreement and the other Credit Documents. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 9.11 shall constitute be a Loan Credit Document. This Section 9.11 is subject in all respects to the provisions of the Intercreditor Agreement.

Formation of Subsidiaries. Each Borrower will, at the At any time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 30 days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause any such new Subsidiary to provide to Agent a Guaranty and a joinder to the Guaranty and applicable Security AgreementDocuments, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000200,000), 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 the Required Lenders (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 the that, a Guaranty or a joinder to the Guaranty and applicable Security AgreementDocuments, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any such Security Documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent the Required Lenders in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause acquisition (or such later date as permitted by the applicable Loan Party to provide, Required Lenders in their sole discretion) provide to Agent a pledge agreement (or an addendum to the Guaranty and applicable Security AgreementDocument) 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 Agentthe Required Lenders; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) that, no other pledge 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 other pledge are unreasonably excessive (as determined by Agent the Required Lenders in consultation with Borrowers) in relation to the benefits to of 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)thereby, and (c) within 30 days of such formation or acquisition (or such later date as permitted by the Required Lenders in their sole discretion) provide to Agent all other documentation, including one documentation reasonably requested by Agent or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above Required Lenders (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Lender a joinder to the Guaranty this Agreement and Security Agreementsuch other Loan Documents as reasonably required by Lender, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)) as may be reasonably necessary to perfect the security interests created by the Loan Documents, all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty a guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements documents are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby, (b) provide, within 10 Business Days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Lender in its sole discretion) provide to provide, to Agent Lender 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 AgentLender; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby (which pledge, if reasonably requested by AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 Business Days of such formation or acquisition (or such later date as permitted by Lender in its sole discretion) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten (10) days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 that, the Joinder and the joinder to the Guaranty and Security Agreement, Agreement and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such and security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, and (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)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); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC or Disregarded Domestic Person if providing such agreements would result in adverse tax consequences to a Loan Party or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC (other than a Protected CFC) or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFC) CFC or Disregarded Domestic Person shall be required to be pledged if pledging a greater amount would result in adverse tax consequences to the Loan Parties 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Notwithstanding the foregoing, each Domestic Loan Party shall pledge 100% of the equity it directly owns in any Protected CFC, provided that such pledge (and any perfection of any such security interest, as applicable) shall not be required to be governed by the laws of the applicable Protected CFC's jurisdiction of incorporation or formation unless and until such Protected CFC constitutes a Material Foreign Subsidiary. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)Subsidiary, 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Subject to the Intercreditor Agreement, each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days fifteen (15) Business Days (or, with respect to any real property documents or actions, sixty (60) days) of such formation or acquisition (or such later date as permitted by Agent Co-Collateral Agents in its their sole discretion) (a) cause such new Subsidiary to provide to Agent Co-Collateral Agents a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,00010,000,000), 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 Co-Collateral Agents (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent Co-Collateral Agents with respect to any Subsidiary of Parent or any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (b) provide, or cause the applicable Loan Party to provide, to Agent Co-Collateral Agents 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 AgentCo-Collateral Agents; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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)pledged, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentCo-Collateral Agents, which, in its their opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 (i) the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Excluded Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences consequences, or could reasonably be expected to result in future adverse tax consequences, or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, and (ii) Borrower shall have 90 days (or such later date as permitted by Agent in its sole discretion) to provide the mortgages and related documentation with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000, (b) 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 Excluded Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any second tier Excluded Subsidiary (and none of such CFCthe assets (including Equity Interests) of any Excluded Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences consequences, or could reasonably be expected to result in future adverse tax consequences, or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage, subject to clause (a)(ii) above). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 30 days of after such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Material Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Estate Asset), 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC CFC, so long as such Subsidiary does not guaranty the Term Loan Debt, if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days after such formation or cause the applicable Loan Party to provide, 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, provided that only 6566% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or consequences; and provided, further, that no such pledge shall be required if 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 BorrowersBorrower) in relation to the benefits to of 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 (c) within 30 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at any time after the time Closing Date that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date(or at any time an Excluded Subsidiary is no longer an Excluded Subsidiary or at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary), within 10 ten (10) days of such formation or acquisition Permitted Acquisition (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement or Canadian Guarantee and Security Agreement, as applicable, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary owned in fee with a fair market value greater than $1,000,0002,500,000), 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 the Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that notwithstanding the joinder to the Guaranty and Security Agreementforegoing, and such other security agreements new Subsidiary shall not be required to be provided provide such agreements if and to Agent the extent that such new Subsidiary is providing a guaranty or security agreements in connection with respect to any Subsidiary other Indebtedness of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyParty, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement or Canadian Guarantee and Security Agreement, as applicable) 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, further, that only 65notwithstanding the foregoing, a pledge of 100% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any such Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs and to the extent that such a pledge is provided in connection with any other Indebtedness of any 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)Party, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or insurance, flood certification documentation and other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Wholly-owned Subsidiary or acquires any direct or indirect Wholly-owned Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Wholly-owned Subsidiary to provide to Agent enter into a guaranty agreement or a joinder agreement with respect to this Agreement and a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)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 Wholly-owned Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Wholly-owned Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Wholly-owned 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 Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation, or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each of Parent and Borrower will, unless otherwise agreed by Agent in its sole discretion, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent, as may be agreed to by Agent and Borrower (i) a joinder to the Guaranty and Security AgreementAgreement (as a guarantor of the Obligations) or (ii) a joinder to this Agreement and the Guaranty and Security Agreement (as a borrower), together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), 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 the joinder to this Agreement and the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower Irish Holdings will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionPermitted Discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the applicable Guaranty and Security AgreementDocuments, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 the joinder to the applicable Guaranty and Security AgreementDocuments, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would could result in adverse tax Tax consequences (as determined in the reasonable discretion of the applicable Loan Party) or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security AgreementDocuments) 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 Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would could result in adverse tax Tax consequences (as determined in the reasonable discretion of the applicable Loan Party) or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,0002,500,000), 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 the joinder (i) with respect to the Guaranty and Obligations of any Loan Party organized under the laws of the United States, the Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a Loan Party that is a CFC controlled foreign corporation (or with respect to any new domestic Subsidiary that does not have assets with a value in excess of $1,000,000 or operations other than the Stock of a controlled foreign corporation) if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) providewithin ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), or cause the applicable Loan Party to provide, 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 that, only sixty-five percent (65% %) of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a any Borrower that is a CFC controlled foreign corporation (and none of the Equity Interests Stock of any Subsidiary of such CFCcontrolled 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 to of 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 (c) 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (other than Excluded Subsidiary) after the Closing DateDate or that any Excluded Subsidiary no longer satisfies the definition thereof, within 10 twenty (20) days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the terms of the Intercreditor Agreement and Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate and such Subsidiary is a Restricted Subsidiary, within 10 days of such formation or acquisition (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) cause such new Restricted Subsidiary to provide to Agent a joinder to this Agreement or the Guaranty Guaranty, as applicable (it being understood and agreed that Agent shall determine, in its Permitted Discretion, whether such new Restricted Subsidiary would become a Borrower or a Guarantor, based primarily on whether such new Restricted Subsidiary would be an operating company that would generate Borrowing Base), and the Security Agreement, together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Restricted Subsidiary, subject to Section 5.17), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 Restricted Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, provide to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Restricted 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgageMortgage). Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation, then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding the foregoing, Agent and Lenders shall not be obligated to consent to any such formation or acquisition of a Subsidiary unless such formation or acquisition is otherwise expressly permitted hereunder.

Formation of Subsidiaries. Each Borrower will, at At the time that any Designated Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Designated Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Agent, at Agent’s election, a guaranty of the Obligations or a joinder to the Guaranty this Agreement and Security Agreementsuch other documentation as Agent shall request to cause such Subsidiary to become a Borrower, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), 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, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Designated Loan Party that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Designated Loan Parties of providing such guaranty or such joinder, executing any security agreements documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Designated 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 to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party the Company forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, the Company shall (A) within 10 15 days of such formation or acquisition (or such later date as permitted by Collateral Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Collateral Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), 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 Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, Agreement and such other security agreements documents shall not be required to be provided to Collateral Agent with respect to any Subsidiary of any Borrower the Company that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties Company of providing such guaranty executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Collateral Agent in consultation with Borrowersthe Company) in relation to the benefits to of Collateral Agent and the Lenders Buyers of the security or guarantee afforded thereby, (bB) provide, within 15 days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Collateral Agent in its sole discretion) provide to provide, to Collateral 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 Collateral Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower the Company that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 Company of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Collateral Agent in consultation with Borrowersthe Company) in relation to the benefits to of Collateral Agent and the Lenders Buyers of the security or guarantee afforded thereby (which pledge, if reasonably requested by Collateral Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (cC) within 15 days of such formation or acquisition (or such later date as permitted by Collateral Agent in its sole discretion) provide to Collateral Agent all other documentation, including including, if requested, one or more opinions of counsel reasonably satisfactory to Collateral Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5(a)(x) shall constitute be a Loan Transaction Document.

Formation of Subsidiaries. Each Borrower will, at the time that Parent or any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case, other than a Subsidiary that is an Immaterial Subsidiary), or at any time that any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within 10 days (or, with respect to SignalDemand, Inc., a Delaware corporation, 30 days) of such formation 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) (a) cause such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), 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 SubsidiarySubsidiary to secure its guaranty of the Obligations); provided, that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements (x) would result in adverse tax consequences consequences, (y) would be prohibited under applicable law or (z) the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party or Parent to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement 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 AgentAgent in order to secure the Obligations; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 BorrowersBorrower) 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 (c) provide to Agent all other documentation, including 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 (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. 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 PROS Germany and PROS Europe, and any representation or warranty set forth herein with respect to the creation or perfection of such security interests or compliance with German or English law with respect to such creation or perfection is so qualified; provided, that if at any time (a) the revenue of PROS Germany or PROS Europe for the most recently ended twelve month period is more than $20,000,000 or (b) the revenue of PROS Germany and PROS 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 twelve month period) is more than 20% of the revenue of the 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 PROS Germany and PROS Europe as set forth in this Section 5.11.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition or, if such Subsidiary has no assets other than its own books and records, within 10 days of such Subsidiary owning any assets in addition to its own books and records and contract rights under an acquisition agreement in connection with a Permitted Acquisition that has not yet closed, (or or, in each case, such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC unless the undistributed earnings of such CFC are already subject to United States income taxation or if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged unless the undistributed earnings of such CFC are already subject to United States income taxation or 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 BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that within thirty days after any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages and related deliveries in accordance with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), Section 5.17) as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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% (or such greater percentage that would not reasonably be expected to result in any additional material tax liability (or a material loss of tax benefits) to the Loan Parties; provided, that any such additional pledge shall be automatically released without any further action by any of the parties hereto upon notice to the Agent by the Administrative Borrower of its reasonable determination that such additional pledge is reasonably expected to result in any additional material tax liability (or a material loss of tax benefits)) of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC Foreign Subsidiary, a FSHC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary, FSHC 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation Mortgages and related deliveries in accordance with respect to all Real Property owned in fee and subject to a mortgageSection 5.17). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 15 days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Lender with a Joinder Agreement and (in the case of a Subsidiary becoming a Guarantor) a joinder to the Guaranty and Security AgreementGuaranty, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably requested by Lender and reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), subject to the terms of the Intercreditor Agreement and any limitations and exceptions in any Loan Document) to the extent required by the Loan Documents; provided, provided that the joinder to the Guaranty and Security Agreement, and such other security agreements foregoing shall not be required to be provided to Agent Lender with respect to any (i) Domestic Foreign Holding Company or (ii) Subsidiary of any Borrower that is a CFC if providing such agreements any of the foregoing would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby, (b) provide, within 15 days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Lender in its sole discretion) provide to provide, to Agent Lender a pledge agreement (or an addendum and, subject to the Guaranty terms of the Intercreditor Agreement and Security Agreement) any limitations and exceptions in any Loan Document, 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 Agentowned by a Loan Party; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any (i) Domestic Foreign Holding Company owned by a Loan Party and (ii) first tier Subsidiary of a Borrower that is a CFC owned by a Loan Party (and none of the Equity Interests Stock of any Subsidiary of such CFCCFC or Domestic Foreign Holding Company) 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security afforded thereby (which pledge, if reasonably requested by Agent, pledge shall not be required to be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 15 days of such request by Lender (or such later date as permitted by Lender in its sole discretion) provide to Agent Lender, upon its reasonable request, all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, documentation which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee by a Loan Party and required hereunder to be subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.17 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause such new Subsidiary to provide to the Agent and the Lenders a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages Mortgages with respect to any Real Property Estate owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Required Lenders (including being sufficient to grant the Agent a first priority Lien (subject only to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to the Agent with respect to any Subsidiary of any Holdings or the Borrower that is a CFC CFC, if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by the Agent in consultation with Borrowersthe Borrower) in relation to the benefits to the Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to the 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 Agentthe Required Lenders; provided, provided that only 65% of the total outstanding voting Equity Interests equity interests of any first tier Subsidiary of a the Borrower that is a CFC (and none of the Equity Interests equity interests of any Subsidiary of such 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 the Agent in consultation with Borrowersthe Borrower) in relation to the benefits to the Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Agent and the Lenders all other documentation, including one or more opinions of counsel reasonably satisfactory to Agentthe Lenders, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including surveys and policies of title insurance insurance, ASTM E-1527-13 Phase I environmental site assessments or other documentation with respect to all Real Property Estate owned in fee and subject to a mortgageMortgage); provided, however, that none of (a) — (c) will apply with respect to any newly formed captive insurance companies or Immaterial Subsidiaries. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any a direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate or any Inactive Subsidiary becomes a Material Subsidiary, Borrower or such Guarantor shall within 10 days 5 Business Days of such acquisition or formation (except if such Subsidiary is organized solely to facilitate an Acquisition, in which case, Borrower and such Subsidiary shall satisfy the provision of this Section within five Business Days of the consummation of the subject Acquisition) or acquisition (or such later date as permitted by Agent in its sole discretion) the delivery, pursuant to Section 6.3 of financial statements demonstrating a change of Subsidiary from an Inactive Subsidiary to a Material Subsidiary (a) cause such new Subsidiary to provide to Agent Lender a joinder to the Guaranty and the Guarantor Security Agreement, together with such other security agreements documents (including mortgages with respect to any fee simple Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), as well as appropriate UCC-1 and PPSA financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party provide to provide, to Agent Lender a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or UCC-1 and PPSA financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Agent; provided, that only Lender or 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none all of the Equity Interests ownership interest in such Subsidiary if the pledge of any Subsidiary of all such CFC) shall be required to be pledged if pledging a greater amount interest 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 Borrower 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)its Subsidiaries, and (c) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgage); provided, however, Borrower and any Guarantor shall not have to comply with clause (a) of this Section 6.15 if causing the Subsidiary to comply with clause (a) of this Section 6.15 would result in adverse tax consequences to Borrower and its Subsidiaries. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 30 days after such event or, with respect to the pledge of such formation any Equity Interests issued by a CFC or acquisition FSHCO, 60 days (or or, in any case, such later date as permitted agreed by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)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); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowersthe Administrative Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the 117 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 Borrower Loan Party that is a CFC or a FSHCO (and none of the Equity Interests of any Subsidiary of such CFCCFC or FSHCO, as applicable) 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 Borrowersthe Administrative 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)thereby, and (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. No Person which becomes a Guarantor after the Closing Date shall constitute a Borrowing Base Party without Agent’s prior written consent (which shall not be unreasonably withheld).

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing DateDate or designates an Inactive Subsidiary as a non-Inactive Subsidiary, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Loan Party shall (a) within 10 Business Days of such formation, acquisition or designation cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), 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 formed, acquired or acquired designated Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) providewithin 10 Business Days of such formation, acquisition or cause the applicable Loan Party to provide, designation (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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in material 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 BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, pledge shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 Business Days of such formation, acquisition or designation (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)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 Collateral of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of Parent or any Borrower that is a CFC CFC, if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Revolving Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and other appropriate certificates and powers or financing statementsdocumentation, pledging (subject to Permitted Liens) all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) in relation to the benefits to Agent and the Revolving 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above above; provided, however, that none of (including policies of title insurance or other documentation a) — (c) will apply with respect to all Real Property owned in fee and subject to a mortgage)any newly formed captive insurance companies. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. To the extent any item of property that is not (x) Collateral on the Closing Date, is subsequently included in the definition of Collateral, or (y) in the Borrowing Base on the Closing Date, is subsequently included in Borrowing Base, then, in each case, Agent and Lenders shall request and receive such documents, agreements and instruments as they reasonably request in order to include such items of property in Collateral and/or Borrowing Base.

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Restricted Subsidiary or acquires any direct or indirect Restricted Subsidiary after the Closing Date, within 10 days of such formation or acquisition (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) cause such new Restricted Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreementdelivered by the Restricted Subsidiaries on the Closing Date, together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)Subsidiary) and joinders to the Security Agreement delivered by Borrower and its Restricted Subsidiaries on the Closing Date and such other Loan Documents as Agent may request, as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 Restricted Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, provide to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Restricted 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. In addition, in the event Borrower or any Guarantor forms or acquires any direct (“first tier”) Unrestricted Subsidiary (that is not an Immaterial Foreign Subsidiary), Borrower or such Guarantor (as applicable) shall provide to Agent a pledge agreement and appropriate certificates and powers and/or financing statements, hypothecating all of the direct and beneficial ownership interest in such new Unrestricted Subsidiary (that is not an Immaterial Foreign Subsidiary), in form and substance reasonably satisfactory to Agent; provided, however, if such Unrestricted Subsidiary is a Controlled Foreign Corporation and if Borrower can reasonably demonstrate to Agent that the granting of a Lien in the assets of such Unrestricted Subsidiary would result in an increase in tax liability of Borrower and their respective Subsidiaries (based on the amount of retained earnings at the time of such formation or acquisition) in excess of $10,000 per fiscal year, then the pledge by Borrower or such Guarantor (as applicable) of the voting capital stock of such Unrestricted Subsidiary shall be limited to a pledge with respect to 65% of the voting power of all classes of capital Stock of such Unrestricted Subsidiary entitled to vote; provided, further that (1) immediately upon any amendment of the IRC that would allow the pledge of a greater percentage of the voting power of capital Stock in such Unrestricted Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Unrestricted Subsidiary from that time forward and (2) Borrower shall be required at all times to pledge 65% of the voting capital stock of such of its Unrestricted Subsidiaries (including Immaterial Foreign Subsidiaries) as shall be necessary to satisfy the Minimum Unrestricted Subsidiary Pledge Requirement.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party Borrower or Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateEffective Date (other than Fresh City Market, LLC, unless any Borrower or Guarantor, directly or indirectly, owns sixty-six (66%) percent or more of its Capital Stock), Lead Borrower shall (a) within 10 fifteen (15) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Administrative Agent a Joinder Agreement, together with a joinder to the Guaranty and Security Agreement, together with such Guarantee or any other security agreements document (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,0002,500,000), 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 Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liensliens permitted under Section 9.8 herein) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty that, such joinders and Security Agreement, and such other security agreements documents shall not be required to be provided to Adminstrative Agent with respect to any Subsidiary of any Borrower Borrowers that is a CFC controlled foreign corporation if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within ten (10) days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to provide, to Administrative 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 Administrative Agent; provided, that that, only sixty-five (65% %) percent of the total outstanding voting Equity Interests Capital Stock of any first tier Subsidiary of a any Borrower that is a CFC controlled foreign corporation (and none of the Equity Interests Capital Stock of any Subsidiary of such CFCcontrolled foreign corporation) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties Borrowers of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Administrative Agent in consultation with BorrowersLead Borrower) in relation to the benefits to of Administrative Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within ten (10) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 9.24 shall constitute be a Loan DocumentFinancing Agreement. Notwithstanding anything to the contrary set forth above, (i) Fresh City Market, LLC shall not be required to be a Guarantor so long as it does not have assets with a book value in excess of $25,000,000 and no Borrower or Guarantor owns more than eighty-two (82%) percent of the Capital Stock of it and (ii) Xxxxxxx Enterprises, Inc. shall not be required to be a Borrower or Guarantor so long as it is liquidated and dissolved in accordance with applicable law no later than March 30, 2014.

Formation of Subsidiaries. Each Borrower Borrowers will, at the time that any Loan Party forms any direct or indirect Significant Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) US Borrower shall give Agent written notice of such formation or acquisition, (b) cause such new Significant Subsidiary to provide to Agent a joinder guaranty of the US Obligations and the European Obligations (if such Significant Subsidiary is to be a US Guarantor) and the Guaranty and Security AgreementEuropean Obligations (if such Significant Subsidiary is organized under laws of any jurisdiction of the United Kingdom, the Netherlands or Germany), together with such other security agreements documents (including mortgages including, unless otherwise waived by the Agent, Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 Significant Subsidiary)) in order to secure such guaranty, in each case, in a manner reasonably consistent with the corresponding actions taken for the other Loan Parties in corresponding jurisdictions; provided, that the joinder to the Guaranty and Security Agreementsuch guaranty securing any US Obligation, and such other security agreements documents, shall not be required to be provided to Agent with respect to any Subsidiary of any US Borrower that is a CFC or Foreign Holding Company if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersUS Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (bc) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to equivalent security in the Guaranty and Security Agreementrelevant jurisdiction) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Significant Subsidiary in form and substance reasonably consistent with corresponding documentation delivered by other Loan Parties or otherwise reasonably satisfactory to Agent, to secure the US Obligations of such Loan Party (if such Loan Party is a US Loan Party) or the European Obligations of such Loan Party (if such Loan Party is a European Loan Party); provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a US Borrower that is a CFC or a Foreign Holding Company (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged with respect to the US Obligations 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 BorrowersUS 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 (cd) provide to Agent all other documentation, including including, if requested by the Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, if available, or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Borrowers that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the At any time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 thirty (30) days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause any such new Subsidiary to provide to Agent the Required Lenders a Guaranty and a joinder to the Guaranty Security Agreement and Security Agreementany other applicable Loan Documents, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000), 200,000) 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 the Required Lenders (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 the that, a Guaranty or a joinder to the Guaranty Security Agreement and Security Agreementother applicable Loan Documents, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing the Security Agreement and other Loan Documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within thirty (30) days of such formation or cause acquisition (or such later date as permitted by the applicable Loan Party to provide, Required Lenders in their sole discretion) provide to Agent a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement or other applicable Loan Documents) 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; the Required Lenders provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) that, no other pledge 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 other pledge are unreasonably excessive (as determined by Agent the Required Lenders in consultation with Borrowers) in relation to the benefits to of 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)thereby, and (c) within 30 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 one or more opinions of counsel documentation reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to requested by the execution and delivery of the applicable documentation referred to above Required Lenders (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to enter into and provide to Agent a guaranty agreement or a joinder agreement with respect to this Agreement and a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted LiensLiens and to the prior preferred Lien of ABL Agent in the ABL Priority Collateral pursuant to the terms of the Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Foreign Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebythereby and provided further, that any non-Loan Party Subsidiary that is not a Wholly-owned Subsidiary of a Loan Party shall not be required to guaranty the Obligations if (i) the guaranty of the Obligations is prohibited by the Governing Documents of such Subsidiary, (ii) the Loan Parties together with their Affiliates do not have voting power sufficient to amend such Governing Documents (or obtain consent) to allow the guaranty of the Obligations and (iii) such prohibition was in existence prior to the date of acquisition by a Loan Party of such non-Wholly-owned Subsidiary and was not created in connection with, or in contemplation of, such acquisition (other than to the extent that any such prohibition described in clauses (i) and (ii) above (1) has been waived or (2) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, such Subsidiary shall be required to guaranty the Obligations, (b) 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 Foreign Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 provided further that Equity Interests in any non-Loan Party Subsidiary (including, any Domestic Subsidiary) that is not a Wholly-owned Subsidiary of a Loan Party shall not be required to be pledged if (i) the granting of a security interest in such Equity Interests is prohibited by the Governing Documents of such Subsidiary, (ii) the Loan Parties together with their Affiliates do not have voting power sufficient to amend such Governing Documents (or obtain consent) to allow the pledge of such Equity Interests and (iii) such prohibition was in existence prior to the date of acquisition of such Equity Interests and was not created in connection with, or in contemplation of, such acquisition (other than to the extent that any such prohibition described in clauses (i) and (ii) above (1) has been waived or (2) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the applicable Loan Party shall pledge the Equity Interests of such Subsidiary, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each of Parent and each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) ), (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty US Security Agreement or execute the relevant German Security Agreements, as applicable and Security Agreementas agreed with Agent, and a guaranty of the Obligations, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0001,000,000 (provided that Agent may waive the requirement to deliver mortgages with respect to any Real Property located in Germany and no such mortgage shall be granted without Agent’s prior consent)), 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 first-priority Lien (subject to Permitted Liens) in and to on the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and applicable Security Agreement, the guaranty and such other security agreements shall not be required to be provided to Agent (i) with respect to US Obligations, by any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (in each case as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, or (ii) with respect to German Obligations, if the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits benefit to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and applicable 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 first-tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged to secure the US Obligations (with no such restriction applying to security for the German Obligations) if pledging a greater amount would result in material 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation (to the extent required) or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security Agreement, together Obligations with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), 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 SubsidiarySubsidiary to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating 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 BorrowersBorrower) in relation to the benefits to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing DateDate or any Immaterial Subsidiary becomes a Material Subsidiary, such Loan Party shall (a) within 10 15 days of such formation or acquisition or change in status (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,0005,000,000), 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 LiensLiens or the Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary or such existing Subsidiary that becomes a Material Subsidiary); provided, provided that the (i) such joinder to the Guaranty and Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Foreign Subsidiary, so long as such Subsidiary does not guaranty any of the Term Loan Indebtedness or any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or Additional Indebtedness and (ii) no Immaterial Subsidiary shall be excluded from the costs foregoing requirements to the extent that such Subsidiary is, or is required to become, an obligor in respect of Term Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyIndebtedness, (b) provide, within 15 days of such formation or cause the applicable Loan Party to provide, acquisition or change in status (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, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Foreign Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, (1) if provided to the Term Loan Administrative Agent and/or the lenders under the Term Loan Credit Agreement or (2) if reasonably requested by AgentAgent with respect to a Foreign Subsidiary that generates annual revenue in excess of 5.0% of the consolidated annual revenue of Borrowers and their Subsidiaries or owns assets the book value of which exceeds 5.0% of the consolidated book value of the total assets of Borrowers and their Subsidiaries, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 15 days of such formation or acquisition or change in status (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document. This Section 5.11 is subject in all respects to the provisions of the Intercreditor Agreement.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party Borrower or Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Datedate hereof, Lead Borrower shall (a) within 10 ten (10) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Administrative Agent a Joinder Agreement, together with a joinder to the Guaranty and Security Agreement, together with such Guarantee or any other security agreements document (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000), 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 Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liensliens permitted under Section 9.8 herein) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty that, such joinders and Security Agreement, and such other security agreements documents shall not be required to be provided to Adminstrative Agent with respect to any Subsidiary of any Borrower Borrowers that is a CFC controlled foreign corporation if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within ten (10) days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to provide, to Administrative 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 that, only sixty-five (65% %) percent of the total outstanding voting Equity Interests Capital Stock of any first tier Subsidiary of a any Borrower that is a CFC controlled foreign corporation (and none of the Equity Interests Capital Stock of any Subsidiary of such CFCcontrolled foreign corporation) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties Borrowers of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Administrative Agent in consultation with BorrowersLead Borrower) in relation to the benefits to of Administrative Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within ten (10) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 9.26 shall constitute be a Loan DocumentFinancing Agreement.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000250,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in material adverse tax Tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax Tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Acquisition Subsidiary or acquires any direct or indirect Subsidiary Acquisition Target after the Closing Date, within 10 days of concurrently with such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to this Agreement and to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,00010,000,000, other than Eligible Real Property which shall be subject to a Mortgage regardless of the fair market value), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably 126471205_8 excessive (as determined by Agent in consultation with BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or insurance, flood certification documentation, and other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, 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 Collateral owned by such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC or a direct or indirect Subsidiary of a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in its Permitted Discretion in 3515771.12 41 consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) if such new Subsidiary is not a corporation, 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 Borrower that is a CFC or a CFC Holding Company (and none of the Equity Interests of any direct or indirect Subsidiary of such CFCCFC or CFC Holding Company) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage); it being understood that notwithstanding anything in the Loan Documents to the contrary, no Real Property other than the Mebane Premises shall be part of the Collateral unless such Real Property has a fair market value in excess of $5,000,000. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Lender a joinder to the Guaranty and Security Agreementthis Agreement or a Guaranty, as Lender may reasonably determine, together with such other security agreements documents (including mortgages with respect to any Real Property with a fair market value in excess of $1,000,000 (or of any fair market value if a Default or Event of Default then exists) owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)Subsidiary, 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 Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the such Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowersits Permitted Discretion) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Lender in its sole discretion) provide to provide, to Agent Lender 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 AgentLender; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby (which pledge, if reasonably requested by AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Lender in its sole discretion) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.(15) shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) as soon as possible after, and in any event within 10 30 days of of, such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), 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, PROVIDED that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, PROVIDED that only 65% of (x) in the total outstanding voting Equity Interests case of any first tier Subsidiary of a Borrower Loan Party that is a CFC, only 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (x) would not reasonably be expected to cause the undistributed earnings of such CFC as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary's United States parent and (and none y) would not reasonably be expected to cause any adverse tax consequences) of the Equity Interests issued and outstanding shares of any Subsidiary of such CFC) Stock entitled to vote shall be required to be pledged pledged, and (y) in the case of all other Subsidiaries that are CFCs, none of the Stock shall be required to be pledged; PROVIDED, FURTHER that the pledge agreement and such other documents shall not be required to be provided to Agent 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 Borrowersthe Borrower) in relation to the benefits to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section SECTION 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party Borrower or Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateEffective Date (other than Fresh City Market, LLC, unless any Borrower or Guarantor, directly or indirectly, owns sixty-six (66%) percent or more of its Capital Stock), Lead Borrower shall (a) within 10 fifteen (15) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Administrative Agent a Joinder Agreement, together with a joinder to the Guaranty and Security Agreement, together with such Guarantee or any other security agreements document (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,0002,500,000), 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 Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liensliens permitted under Section 9.8 herein) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty that, such joinders and Security Agreement, and such other security agreements documents shall not be required to be provided to Adminstrative Agent with respect to any Subsidiary of any Borrower Borrowers that is a CFC controlled foreign corporation if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within ten (10) days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to provide, to Administrative 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 Administrative Agent; provided, that that, only sixty-five (65% %) percent of the total outstanding voting Equity Interests Capital Stock of any first tier Subsidiary of a any Borrower that is a CFC controlled foreign corporation (and none of the Equity Interests Capital Stock of any Subsidiary of such CFCcontrolled foreign corporation) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties Borrowers of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Administrative Agent in consultation with BorrowersLead Borrower) in relation to the benefits to of Administrative Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within ten (10) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 9.24 shall constitute be a Loan Document.Financing Agreement. Notwithstanding anything to the contrary set forth above, (i) Fresh City Market, LLC shall not be required to be a Guarantor so long as it does not have assets with a book value in excess of $25,000,000 and no Borrower or Guarantor owns more than eighty-two (82%) percent of the Capital Stock of it and (ii) Wxxxxxx Enterprises, Inc. shall not be required to be a Borrower or Guarantor so long as it is liquidated and dissolved in accordance with applicable law no later than March 30, 2014. 160

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days 3 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyCFC, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) 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) 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that (i) any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Material Subsidiary after the Closing DateDate that is a Domestic Subsidiary or (i) any Domestic Subsidiary that is an Immaterial Subsidiary becomes a Material Subsidiary, within 10 thirty (30) days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) (a) cause such new Subsidiary and Borrower Agent requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower, to provide to Agent a joinder to this Agreement, (b) if such Subsidiary is not joined as a Borrower, cause such Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor Security Agreement, together (c) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, that the joinder to the Guaranty and the Guarantor Security Agreement, Agreement and such other security agreements Security Documents, shall not be required to be provided to the Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (bd) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) Pledged Interests Addendum 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 AgentSubsidiary; provided, that only sixty-five percent (65% %) of the total outstanding voting Equity Voting Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary) 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, pledge shall not be required to be governed by the laws of the jurisdiction of such Subsidiary), and (ce) provide to the Agent all other documentationdocumentation and take all actions, including one or more opinions of counsel reasonably satisfactory to Agent, whichperfect Liens, in its opinion, is appropriate connection with respect to the execution and delivery of the applicable documentation referred to above foregoing (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, Mortgage and opinions of counsel to the extent reasonably requested by the Agent (it being understood and agreed that no opinions of local or instrument executed or issued pursuant additional counsel shall be requested by the Agent other than in connection with the joinder of a Borrower to this Section 5.11 shall constitute Agreement or entry into a Loan DocumentMortgage)).

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) ): (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)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 constituting Collateral of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Parent will, at the time that any Loan Party forms if (i) any direct or indirect Subsidiary of Parent is formed that is or acquires becomes a Significant Party, (ii) any direct or indirect Subsidiary after the Closing Dateof Parent is acquired that is or becomes a Significant Party, or (iii) any existing Subsidiary becomes a Significant Party, within 10 30 days of such formation or acquisition or becoming a Significant Party (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent either (as requested by Agent) a joinder to this Agreement to become a Borrower or a guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,000,000), 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 the such joinder to the Guaranty or guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 AgentAgent to secure the Obligations; provided, that (1) only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 being 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 (2) such pledge shall not be required if providing such pledge 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, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document. Notwithstanding anything contained herein to the contrary, Bocas Fruit shall not be required to become a Loan Party.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing DateDate or designates an Inactive Subsidiary as a non-Inactive Subsidiary, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Loan Party shall (a) within 10 Business Days of such formation, acquisition or designation cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and a Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), 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 formed, acquired or acquired designated Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) providewithin 10 Business Days of such formation, acquisition or cause the applicable Loan Party to provide, designation (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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in material 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 BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, pledge shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 Business Days of such formation, acquisition or designation (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, 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 SubsidiarySubsidiary to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as reasonably determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as reasonably determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower The Loan Parties will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than a Subsidiary which is a CFC or an Excluded Domestic Subsidiary) or acquires any direct or indirect Subsidiary (other than a Subsidiary which is a CFC or an Excluded Domestic Subsidiary) after the Closing Date, within 10 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 the 074658.16087/130783594v.4 joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a Loan Party that is a CFC or an Excluded Domestic Subsidiary if providing such agreements would result in material adverse tax consequences to the Loan Parties or the costs to of the Loan Parties of providing such guaranty or such security agreements agreement are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower any Loan Party that is a CFC or an Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such CFCCFC or an Excluded Domestic Subsidiary) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to of the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded pledge thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) if Agent requests that such Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)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); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFCCFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would be reasonably likely to 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 Borrowers (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any -87- document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the applicable Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, 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 first-priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the applicable Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the applicable 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 first-tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject Collateral, including, without limitation, any Real Property Collateral that Borrowers desire to a mortgagebe or become Eligible Real Property). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements shall not be required to be provided to Agent with respect to any direct or indirect Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 AgentAgent to secure the Obligations; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 BorrowersBorrower) 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 (c) provide to Agent all other documentation, including 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 (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause the applicable Loan Party to provide, 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, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of 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 (c) within 30 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary Subsidiary, or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 3060 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,000250,0001,000,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 held by any Loan Party 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 Borrower Loan Party that is a CFC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFCCFC 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.. -186- LEGAL_US_W # 114834644.8114834644.17

Formation of Subsidiaries. 81 Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary that is not designated as an Immaterial Subsidiarity after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within 10 ten (10) days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretionBXC Representative) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Collateral Agent and the BXC Representative (including being sufficient to grant Collateral Agent a first second priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, ) (it being agreed and understood that all Borrowers (as defined in the joinder ABL Credit Agreement) from time to time party to the ABL Credit Agreement (other than Parent) and all Guarantors (as defined in the ABL Credit Agreement) shall at all such times be party to the Guaranty and Security Agreement, Agreement and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, “Guarantor” hereunder); (b) provide, or cause the applicable Loan Party to provide, to Collateral 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) in relation to the benefits to Collateral 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), BXC Representative; and (c) provide to Administrative Agent all other documentation, including the Organization Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agentthe BXC Representative, which, in its BXC Representative’s opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case other than a Subsidiary that is an Immaterial Subsidiary), or at any time that any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within 10 days of such formation 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) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 BorrowersBorrower) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case other than any Immaterial Subsidiary, within 10 days any Subsidiary that does not own any Obligor Loan Receivables or any other Collateral, and any Subsidiary subject to prohibitions on becoming an obligor with respect to the Loan Document under Applicable Law or a material agreement not created in contemplation of such formation or acquisition acquisition), each Loan Party will, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a joinder Joinder to the Guaranty and Security this Agreement, or (ii) otherwise, to become a Guarantor by executing a Guaranty, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, 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 the joinder to the such Guaranty and Security Agreementsecurity agreements, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in an adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in an adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC or a Disregarded Person (and none of the Equity Interests of any Subsidiary of such CFCCFC or Disregarded 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)pledged, and (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.. 5.12

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)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); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC or a FSHC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC (and or FSHC(and none of the Equity Interests of any Subsidiary of such CFCCFC or FSHC) shall be required to be pledged if pledging a greater amount would result in material 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 (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party Borrower forms any direct or indirect Subsidiary Subsidiary, or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause such new Subsidiary Subsidiary, and if applicable, such Borrower, to provide to Agent Lender a joinder to the Intercompany Subordination Agreement, to the extent applicable, a Stock Pledge Agreement, the Guaranty and the Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate UCC-1 financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); , provided, that the joinder to the Guaranty and the Security Agreement, and such other security agreements shall not be required to be provided to Agent Lender with respect to any Subsidiary of any a Borrower that organized outside of the United States to the extent (1) such Subsidiary is a CFC if providing such agreements would result in adverse tax consequences or (2) the costs to the Loan Parties Borrowers of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders Lender of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party Subsidiary to provide, to Agent Lender 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 AgentLender; provided, that only 65% of the total outstanding voting Equity Interests Securities of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Securities of any Subsidiary of such 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) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent Lender all other documentation, including one or more customary opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies and the perfection of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)Lender’s Liens. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Foreign Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyExcluded Domestic Subsidiary, (b) 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 Foreign Subsidiary of a Borrower that is a CFC or Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary or Excluded Domestic Subsidiary ) 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)pledged, and (c) provide to Agent all other documentation, including including, if requested, one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (or any Minority-Owned Entity in connection with a Permitted Acquisition) after the Closing Date, such Loan Party shall (a) within 10 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (other than any Immaterial Subsidiary until such time as such Subsidiary is no longer an Immaterial Subsidiary and Agent has provided Borrower with notice thereof) (or such new Minority-Owned Entity in connection with a Permitted Acquisition) to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary (or such new Minority-Owned Entity in connection with a fair market Permitted Acquisition) with an appraisal or Loan Party’s good-faith estimate of the current value greater than of such real property in excess of $1,000,000500,000), 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 SubsidiarySubsidiary (or Minority-Owned Entity in connection with a Permitted Acquisition) to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent (or any Borrower Minority-Owned Entity) that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 20 days of such formation or cause the applicable Loan Party to provide, 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 (or such new Minority-Owned Entity in form and substance connection with a Permitted Acquisition) reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of Parent (or Minority-Owned Entity in connection with a Borrower Permitted Acquisition) that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of 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 SubsidiarySubsidiary (or such Minority-Owned Entity)), and (c) within 20 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 including, unless waived by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgagerequirement to provide a mortgage in accordance with the terms of this Section 5.11). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000, and including a collateral assignment of acquisition agreements, if applicable), 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, provided that the joinder to this Agreement, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty joinder to this Agreement, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (with the determination as to whether such costs are unreasonably excessive to be determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee other recourse afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating 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 (with the determination as to whether such tax consequences or costs are unreasonably excessive to be determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be ATI-2336232v16 30 governed by the laws of the jurisdiction of such Subsidiary), and (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable discretion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,0002,500,000), 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 the joinder (i) with respect to the Guaranty and Obligations of any Loan Party organized under the laws of the United States, the Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a Loan Party that is a CFC controlled foreign corporation (or with respect to any new domestic Subsidiary that does not have assets with a value in excess of $1,000,000 or operations other than the Stock of a controlled foreign corporation) if providing such agreements documents would result in material adverse tax consequences consequences, (a) within ten (10) days of such formation or the costs to the Loan Parties of providing such guaranty acquisition (or such security agreements are unreasonably excessive (later date as determined permitted by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyits sole discretion), (b) provide, or cause the applicable Loan Party to provide, 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 that, only sixty-five percent (65% %) of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a any Borrower that is a CFC controlled foreign corporation (and none of the Equity Interests Stock of any Subsidiary of such CFCcontrolled 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 to of 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 (ca) 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above 6499692.11 42 (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that If any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Date, such Loan Party shall (a) within 10 thirty (30) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (aPermitted Discretion) cause any such new Subsidiary (other than an Excluded Subsidiary) to provide to Agent a joinder to the Guaranty (in the form attached as Annex I thereto, appropriately completed) and the Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents as Agent shall reasonably request, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all which other security documents shall be in form and substance reasonably satisfactory to Agent, and take such action as Agent (including being sufficient shall request to grant Agent establish, create, preserve, protect or perfect a first priority Lien (subject to Permitted Liens) in and to the assets Collateral in which such new Subsidiary has or may thereafter acquire any interest in favor of such newly formed or acquired Subsidiary)Agent for the benefit of the Secured Parties; provided, provided that the a joinder to the Guaranty and Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing such Security Agreement or any such other security agreements documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee to be afforded thereby, (b) provide, within thirty (30) days (or cause the applicable Loan Party to provide, such later date as permitted by Agent in its Permitted 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock (but 100% of the total outstanding non-voting Stock) of any US Foreign HoldCo or any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) 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) 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 (c) within thirty (30) days (or such later date as permitted by Agent in its Permitted Discretion) provide to Agent all other documentationdocumentation as the Agent may reasonably request, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above in this Section 5.11 and (including policies of title insurance or other documentation d) with respect to all any Real Property owned in fee by any such new Subsidiary (other than an Excluded Subsidiary), within thirty (30) days (or such later date as permitted by Agent in its Permitted Discretion) of any acquisition of such new Subsidiary (excluding any Real Property with a fair market value less than $1,000,000), deliver or cause to be delivered to Agent, with respect to such Real Estate, in each case in form and subject substance reasonably satisfactory to Agent, a mortgage)mortgage or deed of trust, as applicable, applicable fixture filings, title policies and such other customary documentation as Agent may reasonably request with respect to such Real Property. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each of Parent and each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent, as may be agreed to by Agent and Borrowers (i) a joinder to the Guaranty and Security AgreementAgreement (as a guarantor of the Obligations) or (ii) a joinder to this Agreement and the Guaranty and Security Agreement (as a borrower), together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), 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 the joinder to this Agreement and the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would documents is reasonably likely to result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as reasonably determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would is reasonably likely to 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 BorrowersBorrower) in relation to the benefits to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 10 days 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty substantially in the form of Exhibit A to the Guaranty (a “Guarantor Joinder Agreement”) and a joinder to the Security AgreementAgreement substantially in the form of Annex 1 to the Security Agreement (a “Security Agreement Joinder”), together with such other security agreements documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary with a fair market value greater than $1,000,000to the extent required by the Loan Documents), 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 the Intercreditor Agreements and to Permitted Collateral Liens and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the no Guaranty or any such joinder to the Guaranty and Security Agreement, and such or other security agreements documents shall not be required to be provided to Agent with respect to any Section 956 Subsidiary (or any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebySection 956 Subsidiary), (b) provide, no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or cause guarantor under the applicable ABL Loan Party to provide, Documents or Notes Documents and (ii) within 20 Business 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 and, subject to the terms of the Intercreditor Agreements, 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, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Section 956 Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFCSection 956 Subsidiary) 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 (it being understood that such pledge are unreasonably excessive (as determined shall not be required to be documented 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 a non-United States law governed by the laws of the jurisdiction of such Subsidiary)pledge agreement, and (c) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 20 Business 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 one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing DateAgreement Effective Date or designates an Inactive Subsidiary as a non-Inactive Subsidiary, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Loan Party shall (a) within 10 Business Days of such formation, acquisition or designation cause any such new Subsidiary to provide to Agent a joinder guaranty of the Obligations, in form and substance satisfactory to the Guaranty Agent, and a Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), 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 formed, acquired or acquired designated Subsidiary); providedprovided that such guaranty, that the joinder to the Guaranty and such Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) providewithin 10 Business Days of such formation, acquisition or cause the applicable Loan Party to provide, designation (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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in material 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 BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, pledge shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 Business Days of such formation, acquisition or designation (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document.

Formation of Subsidiaries. Each Borrower The Loan Parties will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than a Subsidiary which is a CFC or an Excluded Domestic Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date, within 10 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000250,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a Loan Party that is a CFC or an Excluded Domestic Subsidiary if providing such agreements would result in material adverse tax consequences to the Loan Parties or the costs to of the Loan Parties of providing such guaranty or such security agreements agreement are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower any Loan Party that is a CFC or an Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such CFCCFC or an Excluded Domestic Subsidiary) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to of the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded pledge thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that Parent or any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case, other than a Subsidiary that is an Immaterial Subsidiary), or at any time that any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within 10 days of such formation 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) (a) cause such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), 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 SubsidiarySubsidiary to secure its guaranty of the Obligations); provided, that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements (x) would result in adverse tax consequences consequences, (y) would be prohibited under applicable law or (z) the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party or Parent to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement 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 AgentAgent in order to secure the Obligations; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such 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 BorrowersBorrower) 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 (c) provide to Agent all other documentation, including 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 (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. 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 PROS Germany and PROS Europe, and any representation or warranty set forth herein with respect to the creation or perfection of such security interests or compliance with German or English law with respect to such creation or perfection is so qualified; provided, that if at any time (a) the revenue of PROS Germany or PROS Europe for the most recently ended twelve month period is more than $20,000,000 or (b) the revenue of PROS Germany and PROS Europe for the most recently ended twelve month period (when aggregated with the revenue -#PageNum#- for all other Subsidiaries of Parent that are CFCs for such twelve month period) is more than 20% of the revenue of the 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 PROS Germany and PROS Europe as set forth in this Section 5.11.

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days of such formation or acquisition (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) cause such new Subsidiary to provide to Agent Lender a joinder to the Guaranty and Guaranty, Guarantor Security Agreement, and Intercompany Subordination Agreement (or joinder thereto), together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Guaranty, Guarantor Security Agreement, and such other security agreements documents shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within 10 days of such formation or cause the applicable Loan Party acquisition) or such later date as permitted by Lender in its sole discretion) provide to provide, to Agent Lender a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to AgentLender; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material 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 AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Lender) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 fifteen (15) days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) (a) cause such new Subsidiary, if such new Subsidiary is a Domestic Subsidiary and Borrower Agent requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower, to provide to Agent a joinder to this Agreement, (b) if such new Domestic Subsidiary is not joined as a Borrower, cause such new Domestic Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor Security Agreement, together (c) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, that the joinder to the Guaranty and the Guarantor Security Agreement, Agreement and such other security agreements Security Documents, shall not be required to be provided to the Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (bd) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) Pledged Interests Addendum 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 AgentSubsidiary; provided, that only sixty-five percent (65% %) of the total outstanding voting Equity Voting Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary) 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 the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (ce) provide to the Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Agent, which, in its opinionPermitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (including any Subsidiary formed as a result of an LLC Division), or any Subsidiary guarantees the obligations under the ABL Credit Agreement, within 10 days of such formation formation, acquisition or acquisition other such event (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause such new Subsidiary to provide to the Administrative Agent and the Lenders a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages Mortgages with respect to any Real Property Estate owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)250,000, as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (including being sufficient to grant the Administrative Agent a first priority Lien (subject only to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to the Administrative 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 Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such 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) in relation to the benefits to Administrative Agent and the Required Lenders of the security afforded thereby (which pledge, if reasonably requested by Agentthe Administrative Agent or the Lead Lender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Administrative Agent and the Lenders all other documentation, including one or more opinions of counsel reasonably satisfactory to Agentthe Lenders, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including surveys and policies of title insurance or insurance, ASTM E-1527-13 Phase I environmental site assessments, other Mortgage Documents, and other documentation with respect to all Real Property owned Mortgaged Properties); provided, however, that none of (a) – (c) will apply with respect to any new captive insurance company formed in fee and subject to a mortgage)the ordinary course of business. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first first-priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary (other than any assets expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement))); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Par ty that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 AgentAgent ; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary (other than any Subsidiary that is, or may be, a Borrower) of a Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material 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 (c) provide to Agent all other documentationprovided that, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect notwithstanding anything to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.contrary contained in

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (other than another Loan Party) after the Closing Date, such Loan Party shall (a) within 10 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market cost or book value greater than of at least $1,000,000500,000, determined on a per property basis), as well as appropriate financing statements (and with respect to all property subject to such a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject only to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary to the extent constituting Collateral); providedprovided that, with respect to any Subsidiary of a Loan Party that is a CFC, (x) the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would reasonably be expected to result in adverse tax consequences or taxable income to Parent of more than $50,000 pursuant to IRC Section 951(a)(1)(B) for the taxable year in which such CFC would become a Loan Party, and (y) such CFC shall provide a Foreign Guaranty and Foreign Security Agreement (or, in each case, a joinder thereto), and such other security documents in order to guarantee the Foreign Obligations on a secured basis unless the costs to the Loan Parties of providing such guaranty Foreign Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in its Permitted Discretion in consultation with BorrowersParent) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 15 days (or cause 30 days in the applicable case of any Subsidiary of a Loan Party to provide, that is a CFC) 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 or joinder to the Guaranty and Security Agreement or applicable Foreign Security Agreement) and appropriate certificates and powers or and/or financing statements, pledging providing a Lien on all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Voting Stock of any first tier Subsidiary of a Borrower any Loan Party that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in its Permitted Discretion in consultation with BorrowersLoan Parties) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledgeLien, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); provided, further, and notwithstanding the foregoing, that so long as such direct or beneficial ownership interest in such new Subsidiary does not constitute collateral for the Indebtedness under the Indenture Documents, then no “securities” of any of such Loan Party’s “affiliates” (as the terms “securities” and “affiliates” are used in Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) shall be required to be pledged pursuant to this clause (b), and (c) within 15 days (or 30 days in the case of any Subsidiary of a Loan Party that is a CFC) of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, Permitted Discretion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (or any Minority-Owned Entity in connection with a Permitted Acquisition) after the Closing Date, such Loan Party shall (a) within 10 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (other than an Insignificant Party until such time as such Subsidiary is no longer an Insignificant Party and Agent has provided Borrower with notice thereof) (or such new Minority-Owned Entity in connection with a Permitted Acquisition) to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary (or such new Minority-Owned Entity in connection with a fair market Permitted Acquisition) with an appraisal or Loan Party’s good-faith estimate of the current value greater than of such real property in excess of $1,000,000), 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 SubsidiarySubsidiary (or Minority-Owned Entity in connection with a Permitted Acquisition) to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent (or any Borrower Minority-Owned Entity) that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause the applicable Loan Party to provide, 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 (or such new Minority-Owned Entity in form and substance connection with a Permitted Acquisition) reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of Parent (or Minority-Owned Entity in connection with a Borrower Permitted Acquisition) that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such 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 or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of 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 SubsidiarySubsidiary (or such Minority-Owned Entity)), and (c) within 30 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 including, unless waived by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgagerequirement to provide a mortgage in accordance with the terms of this Section 5.11). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything contained herein to the contrary, none of KBS+P Atlanta LLC, Xxxxxxxxxxx Bond & Partners West LLC, Outeractive, LLC, Pulse Marketing, LLC, Skinny NYC LLC, Track 21 LLC, 8391009 Canada Limited, Capital C Partners GP Inc., TS Holdings LP, Studio Pica Inc., Trapeze Media Limited, Tree City Inc. and X Connections Inc., shall be deemed to be, or required to become, a Loan Party so long as, and to the extent that, such Person either (i) is liquidated, wound up or dissolved within 90 days after the Closing Date or (ii) at all times (x) generates revenue (excluding intercompany sales among Loan Parties and their Subsidiaries), as of any date of determination, for the 12 month period most recently ended, in an amount not to exceed the Dollar Equivalent of $250,000 and (y) owns assets (excluding intercompany receivables from Loan Parties and their Subsidiaries) in an amount not to exceed the Dollar Equivalent of $250,000.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), 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 SubsidiarySubsidiary to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreementsuch guaranty, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences consequences, is illegal under applicable law or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause the applicable Loan Party to provide, 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in adverse tax consequences consequences, is illegal under applicable law 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 BorrowersBorrower) in relation to the benefits to of 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 (c) within 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 one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 be a Loan Document. Notwithstanding anything to the contrary contained in the Loan Documents, in no event shall RealPage Payment Processing be required to become a Guarantor or to provide any security for the Obligations, nor shall Borrower be required to pledge any Stock of RealPage Payment Processing.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 twenty (20) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including and, at Agent’s request, within sixty (60) days for any mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyan Excluded Subsidiary, (b) 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 sixty-five (65% %) percent of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC an Excluded Subsidiary (and none of the Equity Interests of any Subsidiary of such CFCExcluded Subsidiary) 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 (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) if Administrative Borrower requests, subject to the consent of Agent, that such Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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, (c) to the extent that only 65% of an Additional Real Property Collateral Event exists, deliver one or more Mortgages creating on the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary real property of such CFC) shall be required to be pledged if pledging Subsidiary a greater amount would result in adverse tax consequences or the costs perfected, first priority Lien (except to the Loan Parties extent of providing Permitted Liens that would have priority over the Agent's Liens pursuant to applicable law or an agreement expressly permitted hereunder to have such pledge are unreasonably excessive senior priority) on such real property and (ii) such other real property deliverables as determined may be reasonably required by Agent in consultation with Borrowers) in relation respect 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 each such Subsidiary)real property with a fair market value exceeding $1,000,000, and (cd) provide to Agent all other documentation, including the Governing Documents of such Subsidiary, Beneficial Ownership Certification and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) 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 (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, 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 the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 Borrower Loan Party that is a CFC or a Disregarded Person (and none of the Equity Interests of any Subsidiary of such CFCCFC or Disregarded 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)pledged, and (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all 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 Document.