Common use of Formation of Subsidiaries Clause in Contracts

Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Borrower will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of (other than any Borrower after the Agreement Date such Subsidiary that is an Excluded Subsidiary) or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Closing Date (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days of such formation or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, acquisition (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and together with such other security documentsagreements and any applicable Additional Documents (as defined below)), together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to the Administrative Agent, provided, howeverthat, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such pledge will only CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiarydocumentation set forth in Section 2.2(a), and (cd) if requested by the Agent, provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion Permitted Discretion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a “Loan Document” for purposes of this AgreementParty may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. At the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Closing Date, the Borrower Parties, as appropriate, such Loan Party shall (a) within 10 days of such formation or acquisition cause any such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder to the Guaranty and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $250,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Subsidiary of Borrower that is a CFC, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging hypothecating all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance Subsidiary reasonably satisfactory to Agent; provided that only 65% of the Administrative Agent, provided, however, total outstanding voting Stock of any first tier Subsidiary of Borrower that is a CFC and none of the total outstanding voting Stock of any other Subsidiary of such pledge will only CFC shall be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiarypledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, as appropriate, shall (a) Each Loan Party will, promptly after (x) the formation or acquisition (including by statutory division) of any Domestic Subsidiary (other than any Immaterial Domestic Subsidiary) or (y) becoming aware that any Immaterial Domestic Subsidiary fails to meet the requirements set forth in the definition thereof (and, in any event, within 30 days after such formation or acquisition or becoming aware of such failure, or such later date as permitted by Agent in its sole discretion), cause such Domestic Subsidiary Person to provide (i) become a Guarantor by delivering to Agent a duly executed joinder to the Administrative Agent, for the benefit of the Lender GroupGuaranty and Security Agreement, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, Intercompany Subordination Agreement and such other security documents, together with documents as Agent shall reasonably deem appropriate Uniform Commercial Code financing statementsfor such purpose, 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 Administrative Agentassets of such newly formed or acquired Subsidiary (other than assets constituting Excluded Assets)), (bii) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (which may include an addendum to the Guaranty and Security Agreement), appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest Equity Interests in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (ciii) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of that Borrower or any Guarantor forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, Borrower or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, as appropriate, such Guarantor shall (a) provide the Lender with written notice of such formation or acquisition, as the case may be, together with information as to the jurisdiction of formation of such subsidiary and an updated Schedule 5.7(a), 5.7(b) and 5.7(c) and updated Schedule 5.8(c), (b) in the case of a Domestic Subsidiary, cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in or the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a and the Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary and an Intercompany Subordination Agreement), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary), (bc) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging hypothecating all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative AgentLender, provided, however, if such pledge will new Subsidiary is a Foreign Subsidiary, the applicable Borrower or Guarantor, as the case may be, shall only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) 66% of the Equity Interests capital Stock of such Foreign Subsidiary, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative AgentLender, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party above (including policies of title insurance or any Subsidiary of other documentation with respect to all property subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 6.15 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Date, the Borrower Parties, as appropriate, shall (a) cause such new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H J (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any such new Foreign SubsidiarySubsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent, provided, however, with respect to any Foreign Subsidiary (including US Ben Xxxxxxx Holdco), such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and with respect to any such Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form the extent the formation or acquire acquisition of such Subsidiary is prohibited pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. (a) At the time of the formation of that (i) any Loan Party forms any direct or indirect Restricted Subsidiary that, after giving effect to such formation, would constitute a Material Subsidiary (calculated as if it had been formed on the first day of the most recent trailing 12-month period), (ii) any Borrower after the Agreement Date or the acquisition of Loan Party acquires any direct or indirect Restricted Subsidiary after the Closing Date that, after giving effect to such acquisition, would constitute a Material Subsidiary (calculated as if it had been formed on the first day of the most recent trailing 12-month period), (iii) any Restricted Subsidiary of a Loan Party existing on the Closing Date that is not a Guarantor (other than Manugistics, which is addressed in clause (b) below) becomes a Material Subsidiary, or (iv) any Borrower after the Agreement Date Unrestricted Subsidiary becomes a Restricted Subsidiary, such Loan Party shall (A) within 30 days of such formation or any Immaterial Subsidiary ceases to satisfy the requirements acquisition or within 30 days of the definition of an “Immaterial Subsidiary”date that such Restricted Subsidiary becomes a Material Subsidiary or such Unrestricted Subsidiary becomes a Restricted Subsidiary (in each case, or such later date as permitted by Agent in its sole discretion), the Borrower Parties, as appropriate, Loan Parties shall (a) cause any such Domestic Restricted Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder to the Guaranty and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a Fair Market Value of at least $5,000,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such Restricted Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Restricted Subsidiary of Borrower that is a CFC if providing such documents would result in adverse tax consequences to Borrower and its Restricted Subsidiaries or would result in costs to Borrower and its Restricted Subsidiaries that are disproportionately large in relation to the benefit to Lenders, as determined by Agent in its reasonable discretion, (bB) within 30 days of such formation or acquisition or within 30 days of the date that such Restricted Subsidiary becomes a Material Subsidiary or such Unrestricted Subsidiary becomes a Restricted Subsidiary (in each case, or such later date as permitted by Agent in its sole discretion), the applicable Loan Party shall provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any new Foreign Subsidiary, in form and substance such Restricted Subsidiary reasonably satisfactory to Agent; provided that only 65% of the Administrative Agent, provided, however, total outstanding Voting Stock of any first tier Restricted Subsidiary of any Loan Party that is a CFC (and none of the Stock of any Subsidiary of such pledge will only CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences to Borrower and its Restricted Subsidiaries or would result in costs to Borrower and its Restricted Subsidiaries that are disproportionately large in relation to the extent benefit to Lenders, as determined by Agent in its reasonable discretion (which pledge, if reasonably requested by Agent, shall be governed by the Equity Interests laws of the jurisdiction of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Restricted Subsidiary), and (cC) within 30 days of such formation or acquisition or within 30 days of the date that such Restricted Subsidiary becomes a Material Subsidiary or such Unrestricted Subsidiary becomes a Restricted Subsidiary (in each case, or such later date as permitted by Agent in its sole discretion), the Loan Parties shall provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11(a) shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, (a) at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date (including as a result of the formation of a divisive merger), (b) at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary, or (c) at any Borrower after the Agreement Date or the acquisition of time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial a Loan Party that was previously an Excluded Subsidiary ceases to satisfy be an Excluded Subsidiary, within fifteen (15) days of such event (or such later date as permitted by the requirements Agent or the Required Lenders in their sole discretion and, solely in the case of the definition US Target Companies (as defined in the Fourth Amendment), within thirty (30) days of the Schlumberger Consent Effective Date (as defined in the Fourth Amendment) (or such later date as permitted by the Agent or the Required Lenders in their sole discretion)), (i) unless such Subsidiary is an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent or the Administrative Agent, Required Lenders (bincluding being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) provide in and to the Administrative Agentassets of such newly formed or acquired Subsidiary); (ii) provide, for or cause the benefit of the Lender Groupapplicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to Agent or the Administrative Agent, Required Lenders; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged, and (ciii) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent or the Administrative AgentRequired Lenders, which which, in its reasonable opinion their opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Within forty-five (45) days (or such longer period as the time of Administrative Agent shall permit in writing in its sole discretion) after (x) the formation of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or Date, (y) the acquisition of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or any Immaterial (z) a Subsidiary ceases to satisfy the requirements of the definition of (other than an “Immaterial Excluded Subsidiary”) no longer constituting a Dormant Subsidiary, in each case, the Borrower Parties, as appropriate, shall (a) cause such Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H J (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new Foreign Subsidiarysuch Subsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent, provided, however, with respect to any Foreign Subsidiary (including any CFC Holdco), such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and with respect to any such Foreign Subsidiary, and any such pledge shall may, at the option of the Borrower Parties, be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 6.18 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form the extent the formation or acquire acquisition of such Subsidiary is prohibited pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 6.18 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the Borrower will, within 30 days (or such later date as permitted by Agent in its sole discretion) after formation or acquisition by any Loan Party of any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Closing Date, the Borrower Parties, as appropriate, shall (a) cause such new Subsidiary that is a Domestic Subsidiary (other than any Immaterial Subsidiary until such time that such Subsidiary is no longer an Immaterial Subsidiary) to provide to the Administrative Agent, for the benefit Agent a guaranty of the Lender GroupObligations, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsagreements (including Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $2,500,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Domestic Subsidiary to secure its guaranty of the Obligations), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to Agent to secure the Administrative Agent, Obligations; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of Borrower that is a Borrower Party, CFC (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign CFC) shall be required to be pledged if pledging a greater amount could reasonably be expected 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 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 the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time Within thirty (30) days of (x) the formation of any direct or indirect Restricted Subsidiary of any Borrower after the Agreement Date or (y) the acquisition of any direct or indirect Restricted Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Date, the Borrower Parties, as appropriate, shall (a) cause such Restricted Subsidiary, if it is a Domestic Subsidiary to provide to the each Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the each Administrative Agent or Collateral Agent, as applicable, (b) provide to the Administrative Collateral Agent, for the benefit of the Lender GroupSecured Parties, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new such Restricted Subsidiary, if it is a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Collateral Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the each Administrative Agent, for the benefit of the Lender GroupGroup and the Collateral Agent, for the benefit of the Secured Parties, all other documentationdocumentation reasonably requested, including one or more opinions of counsel satisfactory to the each Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 6.16 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to in violation of Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 6.16 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary, or acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within 30 days of such event (or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements (including Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $250,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Subsidiary), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary held by any new Foreign Subsidiary, Loan Party in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign CFC) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of that Borrower forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Closing Date, the Borrower Parties, as appropriate, shall (a) within 10 Business Days of such formation or acquisition (i) cause any such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a general continuing guaranty in form and substance reasonably satisfactory to it and a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative assets of such newly formed or acquired Subsidiary), and (ii) provide, and cause any such new Subsidiary to provide, an intercompany subordination agreement (or a joinder thereto, as applicable), in form and substance reasonably satisfactory to Agent; provided that the general continuing guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Subsidiary of Borrower that is a CFC if providing such documents would result in adverse tax consequences or the costs to Borrower of providing such general continuing guaranty, executing any security documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging hypothecating all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance Subsidiary reasonably satisfactory to Agent; provided that only 65% of the Administrative Agent, provided, however, total outstanding voting Stock of any first tier Subsidiary of Borrower that is a CFC and none of the total outstanding voting Stock of any other Subsidiary of such pledge will only CFC shall be required to be pledged if hypothecating a greater amount would result in adverse tax consequences or the extent costs to Borrower of providing such pledge or perfecting the Equity Interests security interests created thereby are unreasonably excessive (as determined by Agent in consultation with the Borrower) in relation to the benefits 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 Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary), and (c) within 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Borrowers will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within 10 days of such formation or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, acquisition (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause any such Subsidiary that is a new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and together with such other security documentsagreements (including mortgages with respect to any Real Property owned in fee of such new Domestic Subsidiary with a fair market value greater than $1,000,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 second-priority Lien (subject only to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Domestic Subsidiary), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any each new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such any first tier Foreign Subsidiary are directly owned of any Loan Party (and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of any Foreign Subsidiary of any Loan Party) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time Within 30 days of either the formation of any direct or indirect Subsidiary of any Borrower Credit Party after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower Credit Party after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Date, the Borrower Credit Parties, as appropriate, shall (a) if such Subsidiary is a Domestic Subsidiary, cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H I (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Credit Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) cause the Credit Party or Credit Parties that own such Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a supplement to the Pledge Agreement, pursuant to which such Credit Parties shall pledge agreement 100% of the Equity Interests of any such Domestic Subsidiary, or 65% of the voting Equity Interests, and appropriate certificates and powers or Uniform Commercial Code financing statements100% of the nonvoting Equity Interests, pledging all direct or beneficial ownership interest in of any new such Foreign Subsidiary, together with all certificates evidencing such Equity Interests and appropriate instruments of transfer with respect thereto, all in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Credit Party or any Subsidiary of a Borrower Credit Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within ten days of such event (or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause such Domestic 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Subsidiary), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required (c) to the extent required under the Equity Interests terms of this Agreement, deliver (i) one or more Mortgages creating on the real property of such Foreign Subsidiary are directly owned a perfected, first priority Lien (except to the extent of Permitted Liens that would have priority over the Agent's Liens pursuant to applicable law or an agreement expressly permitted hereunder to have such senior priority) on such real property and held (ii) such other real property deliverables as may be reasonably required by Agent with respect to each such real property with a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiaryfair market value exceeding $750,000, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary, Beneficial Ownership Certification and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Borrower will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Closing Date, the Borrower Parties, as appropriate, shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (i) in the case of a Domestic Subsidiary (other than an Immaterial Subsidiary), cause such Domestic new Subsidiary (x) to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement in substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement attached to the Guaranty and Security Agreement, and such other security documents, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, Agent (bincluding being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) provide in and to the Administrative Agentassets of such newly formed or acquired Subsidiary constituting ABL Priority Collateral and a junior-priority Lien (subject to Permitted Liens and the Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary constituting Senior Secured Notes Priority Collateral), for and (y) to comply with the benefit provisions of Section 5.12(b) as it relates to Real Property Collateral; and (ii) subject to the provisions of the Lender GroupIntercreditor Agreement in the case of any Subsidiary, 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 Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first-tier Subsidiary of a Borrower Party, Loan Party that is a CFC (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign Subsidiary, CFC) shall be required to be pledged and (cb) within 60 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including, if reasonably requested by Agent, policies of title insurance or other documentation with respect to all Real Property Collateral owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Borrower will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date (other than an Unrestricted Subsidiary) or the acquisition of acquires any direct or indirect Subsidiary of any Borrower (other than an Unrestricted Subsidiary) after the Agreement Date Closing Date, within 30 days of such formation or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, acquisition (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and together with such other security documentsagreements (including Mortgages and other Real Property Documents with respect to any Real Property owned in fee or long term ground lease of such new Subsidiary with a fair market value greater than $1,000,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (which Agent deems to be reasonably sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets 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 Foreign Subsidiary, (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, that is a Foreign Subsidiary (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, (a) at the time of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the formation of Closing Date, (b) at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary, or (c) at any Borrower after the Agreement Date or the acquisition of time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial a Loan Party that was previously an Excluded Subsidiary ceases to satisfy the requirements be an Excluded Subsidiary, within fifteen days of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agent, assets of such newly formed or acquired Subsidiary); (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Borrower will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of (other than any Borrower after the Agreement Date such Subsidiary that is an Excluded Subsidiary) or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Closing Date (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days of such formation or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, acquisition (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder to the Guaranty and supplement Security Agreement and an accession deed to this Agreement substantially in the form of Exhibit H Australian Security Trust Deed (each, a “Guaranty Supplement”where applicable), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsagreements (including mortgages with respect to any Real Property (to the extent such Real Property does not constitute Excluded Property) and any applicable U.S. Additional Documents (as defined below)), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent or Australian Security Trustee (as the Administrative Agentcase may be) a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property and provided further that no Subsidiary which is incorporated in Australia shall be required to grant any real property mortgage or mining mortgage)), (b) provide provide, or cause the applicable Loan Party to provide, to Agent or the Administrative Agent, for the benefit of the Lender Group, Australian Security Trustee a pledge agreement (or an addendum to the Guaranty and Security Agreement or an Australian Security Document) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to the Administrative Agent, provided, howeverthat, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such pledge will only CFC or FSHCO) shall be required to the extent the Equity Interests of be pledged, (c) if such Foreign new Subsidiary are directly owned is to be a Borrower, cause such new Subsidiary to provide a joinder to this Agreement in form and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited substance reasonably satisfactory to sixty-five percent (65%) of the Equity Interests of such Foreign SubsidiaryAgent, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion Permitted Discretion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary fee and subject to a Mortgage, but not, for the avoidance of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8doubt, policies of title insurance). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Australian Additional Documents or U.S. Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a “Loan Document” for purposes of this AgreementParty may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. At Each Loan Party will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within 15 Business Days of such event (or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documents, together with appropriate Uniform Commercial Code financing statementsagreements, 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 Administrative Agentassets 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 Loan Party that is a CFC, (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a CFC Holdco (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or CFC Holdco) shall be required to be pledged, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes . Without limiting the foregoing, any Domestic Subsidiary that provides a guarantee or otherwise becomes an obligor under the Term Loan Facility shall become a Guarantor under this Credit Facility and become a Guarantor party to this Agreement and the other Loan Documents as provided in this Section 5.11. As of this Agreementthe date hereof, no Real Property has been taken as Collateral.

Formation of Subsidiaries. (a) At the time of that (x) Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the formation of Closing Date (in each case other than an Immaterial Subsidiary or any direct Excluded Subsidiary, as determined by Section 5.7(b)), or indirect (y) any Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Guarantor that is not a Guarantor is no longer an Immaterial Subsidiary ceases to satisfy the requirements of the definition of or an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary (or former Immaterial Subsidiary or an Excluded Subsidiary) to provide to the Administrative Agent, for the benefit of the Lender GroupAgent a Guaranty and a Security Agreement, a joinder to the Intercompany Subordination Agreement and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Stock Pledge Agreement, a supplement to the Security Agreement, and together with such other security documents, together with as well as appropriate Uniform Commercial Code UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary (or former Immaterial Subsidiary or Excluded Subsidiary)), (b) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement or a supplement to an existing Stock Pledge Agreement and appropriate certificates and powers or Uniform Commercial Code UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in any such new Foreign Subsidiary (or former Immaterial Subsidiary or Excluded Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, provided(c) if such Subsidiary is a limited liability company or limited partnership formed under the laws of Delaware, howeverinclude in the limited liability company agreement, such pledge will only be required limited partnership agreement, or other similar Governing Documents language substantively similar to the extent the Equity Interests provisions of such Foreign Subsidiary are directly owned Sections 7(e) and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%7(f) of the Equity Interests of such Foreign SubsidiaryStock Pledge Agreement, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.7 shall be a “Loan Document” for purposes . The foregoing to the contrary notwithstanding, such new Subsidiary shall not be required to execute and deliver a Guaranty or a Security Agreement or a joinder to the Stock Pledge Agreement, and neither Borrower nor any Guarantor, as applicable, shall be required to pledge more than 66% of the voting stock of such Subsidiary to the extent that (x) such Subsidiary is a Foreign Subsidiary, and (y) Borrower would incur material adverse tax consequences therefrom; provided, however, that if such Subsidiary is a Foreign Subsidiary, Borrower or such Guarantor, as applicable, must deliver such documents as required by this AgreementSection 5.7 within sixty (60) days of the date such entity was deemed to be a Subsidiary.

Formation of Subsidiaries. At Within forty-five (45) days (or such longer period as the time of Administrative Agent shall permit in writing in its sole discretion) after (x) the formation of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or (y) the acquisition of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Date, in each case, the Borrower Parties, as appropriate, shall (a) cause such new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H J (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any such new Foreign SubsidiarySubsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent, provided, however, with respect to any Foreign Subsidiary (including any CFC Holdco), such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and with respect to any such Foreign Subsidiary, and any such pledge shall may, at the option of the Borrower Parties, be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 6.18 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form the extent the formation or acquire acquisition of such Subsidiary is prohibited pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 6.18 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Borrower will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of (other than any Borrower after the Agreement Date such Subsidiary that is an Excluded Subsidiary) or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Closing Date (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days of such formation or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, acquisition (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder to the Guaranty and supplement Security Agreement and an accession deed to this Agreement substantially in the form of Exhibit H Australian Security Trust Deed (each, a “Guaranty Supplement”where applicable), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsagreements and any applicable U.S. Additional Documents (as defined below)), together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent or Australian Security Trustee (as the Administrative Agentcase may be) a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property and provided further that no Subsidiary which is incorporated in Australia shall be required to grant any real property mortgage or mining mortgage)), (b) provide provide, or cause the applicable Loan Party to provide, to Agent or the Administrative Agent, for the benefit of the Lender Group, Australian Security Trustee a pledge agreement (or an addendum to the Guaranty and Security Agreement or an Australian Security Document) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to the Administrative Agent, provided, howeverthat, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such pledge will only CFC or FSHCO) shall be required to the extent the Equity Interests of be pledged, (c) if such Foreign new Subsidiary are directly owned is to be a Borrower, cause such new Subsidiary to provide a joinder to this Agreement in form and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited substance reasonably satisfactory to sixty-five percent (65%) of the Equity Interests of such Foreign SubsidiaryAgent, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion Permitted Discretion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any U.S. Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a “Loan Document” for purposes of this AgreementParty may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. At the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Closing Date or in the case of Parent, designates any Immaterial Specified Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial as a Subsidiary”, the Borrower Parties, as appropriate, such Loan Party shall (a) within 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder to the Guaranty and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $5,000,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent that is a CFC or a Subsidiary of a CFC or an Excluded Subsidiary, (b) within 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance Subsidiary reasonably satisfactory to Agent; provided that only 65% of the Administrative Agent, provided, however, total outstanding voting Stock of any first tier Subsidiary of any Loan Party that is a CFC (and none of the Stock of any Subsidiary of such pledge will only CFC) shall be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiarypledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent and Security Trustee all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance with respect to any Real Property owned in this Section 6.20 shall authorize any Borrower Party fee with a fair market value of at least $5,000,000 or any Subsidiary of other documentation (including, without limitation, flood zone certifications) with respect to all Real Property owned in fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the formation of Closing Date, or at any time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any a Loan Party that previously was an Immaterial Subsidiary ceases to satisfy the requirements becomes a Material Subsidiary, within thirty days of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such Domestic 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements (including Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $2,000,000), together which, notwithstanding the foregoing, shall be provided within 90 days of such event (or such longer period of time as may be agreed by Agent)), as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agent, assets of such newly formed or acquired Subsidiary constituting Collateral); (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a Foreign Subsidiary or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign SubsidiarySubsidiary or FSHCO) shall be required to be pledged, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion is appropriate opinion, which Agent shall reasonably request with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 fee and subject to a mortgage which, notwithstanding the foregoing, shall authorize any Borrower Party be provided within 90 days of such event (or any Subsidiary such longer period of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8time as may be agreed by Agent)). Any document, agreement agreement, or instrument executed or issued by any Loan Party pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within 20 Business Days of such event (or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documents, together with appropriate Uniform Commercial Code financing statementsagreements, 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 Administrative Agentassets 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 Loan Party that is a CFC, (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a CFC Holdco (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or CFC Holdco) shall be required to be pledged, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes . As of this Agreement.the date hereof, no Real Property has been taken as Collateral. 5.12

Formation of Subsidiaries. At Each Loan Party will, (a) at the time of that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the formation of Closing Date, (b) at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary, or (c) at any Borrower after the Agreement Date or the acquisition of time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial a Loan Party that was previously an Excluded Subsidiary ceases to satisfy be an Excluded Subsidiary, within fifteen (15) days of such event (or such later date as permitted by the requirements of the definition of Agent in its sole discretion), (i) unless such Subsidiary is an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, Agent (bincluding being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) provide in and to the Administrative Agentassets of such newly formed or acquired Subsidiary); (ii) provide, for or cause the benefit of the Lender Groupapplicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged, and (ciii) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time Each Loan Party will (a) if such Loan Party forms or acquires any direct or indirect Subsidiary (including as a result of the formation of Permitted Liberty Statutory Division), (b) if any direct or indirect Subsidiary of any Borrower after the Agreement Date such Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary as a result of a Subsidiary Redesignation or the acquisition of if such Unrestricted Subsidiary otherwise fails to constitute an Unrestricted Subsidiary hereunder, or (c) if any direct or indirect Subsidiary of any Borrower after the Agreement Date such Loan Party that was previously an Excluded Subsidiary pursuant to clause (b) or any Immaterial Subsidiary ceases to satisfy the requirements (c) of the definition thereof ceases to be an Excluded Subsidiary, within fifteen days of such event (or such later date as permitted by Agent in its sole discretion), unless such Subsidiary is an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (ai) cause such Subsidiary to (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, provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H and (each, B) provide to Agent a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement joinder to the applicable Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary), (bii) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged, and (ciii) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is reasonably appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued by a Loan Party or Subsidiary pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the formation of Closing Date, or at any time when any direct or indirect Subsidiary of any Borrower a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days after such event or, with respect to the Agreement Date or the acquisition pledge of any direct Equity Interests issued by a CFC or indirect Subsidiary of FSHCO, 60 days (or, in any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”case, the Borrower Parties, such later date as appropriate, shall agreed by Agent in its 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); 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 Loan Party that is a CFC or the costs to the Loan 121 Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with the Administrative AgentBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or FSHCO, as applicable) shall be required to be pledged or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with the Administrative Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement. 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. At the time of the formation of any direct or indirect new Subsidiary of any the Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”other Obligor, the Borrower Parties, as appropriate, shall will cause such Subsidiary to (a) cause such Domestic Subsidiary to provide to the Administrative AgentAgent (i) an executed Subsidiary Security Agreement for such new Subsidiary, in substantially the form of Exhibit F-2 attached hereto, together with appropriate UCC-1 financing statements, (ii) an executed Subsidiary Guaranty for such new Subsidiary, (iii) to the extent applicable, an executed Pledge Agreement for such new Subsidiary, and (iv) to the extent applicable, a Trademark Security Agreement, together with other appropriate documentation, as well as a subsidiary loan certificate for such new Subsidiary substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (b) pledge to the Agent all of the Equity Interests of such newly-formed Subsidiary that are beneficially owned by the Borrower, Holdings or any such Subsidiary, as the case may be, as additional Collateral for the benefit Obligations, to be held by the Agent in accordance with the terms of the Lender Group, a joinder and supplement to this Pledge Agreement substantially in the form of Exhibit H (eachG attached hereto, a “Guaranty Supplement”)and execute and deliver to the Agent all such other documentation for such pledge as, pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor in the opinion of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, is appropriate; and (c) provide to the Administrative Agent, revised financial projections for the benefit remainder of the Lender Groupfiscal year and for each subsequent year until the Stated Maturity Date, which reflect such formation, certified by the CFO, together with a statement by the CFO that no Default exists or would be caused by such formation, and all other documentation, including one or more opinions of counsel counsel, which are satisfactory to the Administrative Agent, Agent and which in its reasonable opinion is appropriate with respect to the formation of such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 7.1.17 shall be constitute both a “"Loan Document” " and a "Security Document" for purposes of this Agreement.

Formation of Subsidiaries. At Each of Parent and each Borrower will, and will cause each of their Subsidiaries to, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within fifteen days of such event (or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements (including Intellectual Property Security Agreements and Mortgages with respect to any Real Property owned in fee of such new Subsidiary), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets 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 CFC or any foreign Subsidiary of any CFC, (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will only be required to the extent that the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party any CFC or a Domestic any foreign Subsidiary of a Borrower Party, and such pledge CFC shall not be limited required to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiarybe pledged, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary of any Borrower after the Agreement Closing Date or or, with respect to Subsidiaries that are not Loan Parties as of the acquisition Closing Date (for avoidance of any direct or indirect doubt, excluding the JV Entities), to the extent Agent reasonably requests that such Subsidiary of any Borrower be joined as a Loan Party after the Agreement Date Closing Date, in each case, within thirty days of such event (or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and such other security documentsin each case, together with such other guarantees and security agreements (including (x) foreign law documentation reasonably requested by Agent and (y) Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $500,000), as well as appropriate Uniform Commercial Code financing statementsstatements (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 Administrative Agentassets of such newly formed or acquired Subsidiary); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other guarantees and security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Loan Party that is a CFC (other than JAKKS HK) if the costs to the Loan Parties of providing such guaranty or such security agreements (including consideration of any material adverse tax consequences reasonably expected to result from such action) 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 or if Agent otherwise agrees in its Permitted Discretion not to require such guaranty or such security agreements, (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will only be required to the extent that the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any Subsidiary of a Borrower Party, and Loan Party that is a CFC (other than JAKKS HK) shall not be required to be pledged if the costs to the Loan Parties of providing such pledge (including consideration of any material adverse tax consequences reasonably expected to result from such action) 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 or if Agent otherwise agrees in its Permitted Discretion not to require such pledge (which pledge, if reasonably requested by Agent, shall be limited to sixty-five percent (65%) governed by the laws of the Equity Interests jurisdiction of such Foreign Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Other than in connection with a Subsidiary acquired as a result of a Non-Cash Acquisition or Smaller Acquisition, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Closing Date, the Borrower Parties, as appropriate, such Loan Party shall (a) (i) within 10 days of such formation or acquisition of any Subsidiary that is not a CFC, and (ii) within 60 days of such formation or acquisition of any Subsidiary that is a CFC (or, in each case, such later date as permitted by Agent in its sole discretion) cause any such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder to the Guaranty and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $250,000 if at the time such new Subsidiary is formed or acquired an Event of Default exists), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any new Subsidiary of Borrower that is a CFC unless such Subsidiary owns material intellectual property which has not been transferred to a Loan Party, (b) (i) within 10 days of such formation or acquisition of any Subsidiary that is not a CFC, and (ii) within 60 days of such formation or acquisition of any Subsidiary that is a CFC (or, in each case, such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance Subsidiary reasonably satisfactory to Agent; provided that the Administrative Agent, provided, however, such pledge will only direct or beneficial ownership interest of any first tier Subsidiary of a Loan Party that is a CFC shall be required to the extent the Equity Interests of be pledged only if such Foreign Subsidiary are directly owned and held by owns material intellectual property that has not been transferred to a Borrower Party or a Domestic Subsidiary of a Borrower Loan Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) (i) within 10 days of such formation or acquisition, and (ii) within 60 days of such formation or acquisition of any Subsidiary that is a CFC (or, in each case, such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including (x) one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and execution, (y) delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary fee and subject to a mortgage to the extent a Lien is to be granted in such Real Property in favor of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Agent), and (z) an updated Schedule 4.1(c). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any (a) Parent Borrower will, promptly after the Agreement Date creation or the acquisition of any direct or indirect Domestic Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of (other than an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Subsidiary to (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent (not to be unreasonably withheld, delayed or conditioned), that such Domestic Subsidiary be joined as a Borrower hereunder, provide to the Administrative Agent, for the benefit of the Lender Group, Agent a duly executed joinder and supplement to this Agreement substantially in the form of Exhibit H J-1, (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as ii) become a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement by delivering to the Agent a duly executed joinder to the Guaranty and Security Agreement or such other document as the Agent shall deem appropriate for such purpose, (iii) grant a security interest in all Collateral specified in the Guaranty and Security Agreement (subject to the exceptions specified in the Guaranty and Security Agreement, including with respect to Excluded Assets) owned by such Subsidiary by delivering to the Agent a duly executed joinder to the Guaranty and Security Agreement, together with such other security documentsdocuments and financing statements as the Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable security document (including, together if requested by Agent pursuant to Section 5.12(b), Mortgages with appropriate Uniform Commercial Code financing statementsrespect to any Real Property owned in fee of such new Subsidiary), all in form (iv) [Reserved], and substance reasonably satisfactory (v) to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 3.1 as may be reasonably requested by the Agent, (bvi) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent if the Equity Interests of such Foreign Subsidiary constitute Collateral and are directly owned certificated, deliver to the Agent such original certificated Equity Interests or other certificates and held by a Borrower Party stock or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of other transfer powers evidencing the Equity Interests of such Foreign Subsidiary, Subsidiary and (cvii) provide deliver to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory Agent such updated Schedules to the Administrative Agent, which in its reasonable opinion is appropriate Loan Documents as requested by the Agent with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this AgreementPerson.

Formation of Subsidiaries. At the time of the formation of that any Designated Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Closing Date (other than other than those certain Subsidiaries not yet formed or any Immaterial Subsidiary ceases acquired and identified by Borrowers to satisfy Agent in connection with the requirements Agent’s review of the definition transactions contemplated as of an “Immaterial Subsidiary”Seventeenth Amendment Effective Date), the Borrower Parties, as appropriate, 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) cause any such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit at Agent's election, a guaranty of the Lender Group, Obligations or a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documentsdocumentation as Agent shall request to cause such Subsidiary to become a Borrower, together with such security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $500,000), as well as appropriate Uniform Commercial Code financing statementsstatements (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 Administrative Agentassets of such newly formed or acquired Subsidiary); provided that such guaranty and such security documents shall not be required to be provided to Agent with respect to any Subsidiary of any Designated Loan Party that is a CFC, a Subsidiary of a CFC or a FSHCO, (b) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance Subsidiary reasonably satisfactory to Agent to secure the Administrative Agent, provided, however, Obligations; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of any Borrower that is a CFC or a FSHCO (and none of the Stock of any Subsidiary of such pledge will only CFC or FSHCO) shall be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiarypledged, and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Date, the Borrower Parties, as appropriate, shall (a) cause such new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H J (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any such new Foreign SubsidiarySubsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent, provided, however, with respect to any Foreign Subsidiary (including US Ben Xxxxxxx Holdco), such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and with respect to any such Foreign Subsidiary, and any such pledge shall may, at the option of the Borrower Parties, be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form the extent the formation or acquire acquisition of such Subsidiary is prohibited pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. (a) At the time of that (x) Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the formation of Closing Date (in each case other than an Immaterial Subsidiary or any direct Excluded Subsidiary, as determined by Section 5.7(b)), or indirect (y) any Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Guarantor that is not a Guarantor is no longer an Immaterial Subsidiary ceases to satisfy the requirements of the definition of or an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary (or former Immaterial Subsidiary or an Excluded Subsidiary) to provide to the Administrative Agent, for the benefit of the Lender GroupAgent a Guaranty and a Security Agreement, a joinder to the Intercompany Subordination Agreement and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Stock Pledge Agreement, a supplement to the Security Agreement, and together with such other security documents, together with as well as appropriate Uniform Commercial Code UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary (or former Immaterial Subsidiary or Excluded Subsidiary)), (b) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement or a supplement to an existing Stock Pledge Agreement and appropriate certificates and powers or Uniform Commercial Code UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in any such new Foreign Subsidiary (or former Immaterial Subsidiary or Excluded Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, provided(c) if such Subsidiary is a limited liability company or limited partnership formed under the laws of Delaware, howeverinclude in the limited liability company agreement, such pledge will only be required limited partnership agreement, or other similar Governing Documents language substantively similar to the extent the Equity Interests provisions of such Foreign Subsidiary are directly owned Sections 7(e) and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%7(f) of the Equity Interests of such Foreign SubsidiaryStock Pledge Agreement, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.7 shall be a “Loan Document” for purposes . The foregoing to the contrary notwithstanding, such new Subsidiary shall not be required to execute and deliver a Guaranty or a Security Agreement or a joinder to the Stock Pledge Agreement, and neither Borrower nor any Guarantor, as applicable, shall be required to pledge more than 66% of the voting stock of such Subsidiary to the extent that (x) such Subsidiary is a Foreign Subsidiary, and (y) Borrower would incur material adverse tax consequences therefrom; provided, however, that if such Subsidiary is a Foreign Subsidiary, Borrower or such Guarantor, as applicable, must deliver such documents as required by this Agreement.Section 5.7 within sixty (60) days of the date such entity was deemed to be a Subsidiary. 50

Formation of Subsidiaries. At Each Loan Party will, at the time of that any Loan Party forms or acquires any direct or indirect Subsidiary (other than an Excluded Subsidiary) after the formation of Closing Date, or at any time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any a Loan Party that previously was an Immaterial Subsidiary ceases to satisfy the requirements becomes a Material Subsidiary, within sixty (60) days of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall permitted by Agent in its reasonably discretion) (ai) cause such Domestic new Subsidiary to provide to Agent (x) if Borrower Agent requests, subject to the Administrative consent of Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which that such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and be joined as a Borrower Party under hereunder, to provide to Agent a Joinder to this Agreement, and (y) a supplement joinder to the Guaranty and Security Agreement, (ii) 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 documents, together with appropriate Uniform Commercial Code financing statementsagreements, all in form and substance reasonably satisfactory to the Administrative Agent, necessary to create the Liens intended to be created under the Security Documents, (biii) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement Pledged Interests Addendum and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required Subsidiary to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiaryconstituting Collateral, and (civ) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion Permitted Discretion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the formation of Sixth Restatement Effective Date, at any time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial a Loan Party that previously was an Excluded Subsidiary ceases to satisfy the requirements be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within thirty days of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and such other security documentsin each case, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory (subject to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest such longer time period as may be expressly provided in any new Foreign Subsidiaryother Loan Document) such other Security Documents reasonably requested by the Agent, in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agent, provided, however, assets of such pledge will only be required newly formed or acquired Subsidiary); (b) except to the extent exempted or excluded under and in accordance with the terms of the Guaranty and Security Agreement, provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a Disregarded Domestic Person (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign CFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 Agent shall authorize not accept delivery of any Borrower Party or joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire Loan Party, if such Subsidiary pursuant that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to Article 8. Any documentsuch Subsidiary and Agent and each Lender has completed its respective Patriot Act searches, agreement or instrument executed or issued pursuant to this Section 6.20 OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be a “Loan Document” for purposes of this Agreementsatisfactory to Agent and each Lender, respectively.

Formation of Subsidiaries. At the time of the formation of that (x) Borrower or any direct Guarantor forms any domestic Subsidiary or indirect acquires any domestic Subsidiary of any Borrower after the Agreement Closing Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements which specifically is included as a Guarantor in clause (b) of the definition of “Guarantor” or (y) Lender requests that any Person that was an “Immaterial Subsidiary”Subsidiary on the Closing Date become a Guarantor, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Groupa Guaranty, a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Security Agreement, a supplement to the Security Stock Pledge Agreement, and a joinder to the Intercompany Subordination Agreement, together with such other security documents, together with as well as appropriate Uniform Commercial Code UCC-1 financing statements, all in form and substance reasonably satisfactory to Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary), (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in any such new Foreign Subsidiary, in form and substance satisfactory to Lender, (c) if such Subsidiary is a limited liability company or limited partnership formed under the laws of Delaware, the limited liability company agreement, limited partnership agreement, or other similar Governing Documents shall be in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign SubsidiaryLender, and (cd) upon a Lender’s request provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative AgentLender, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.7 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At (a) Parent Borrower will, promptly after (x) the time of the formation of any direct creation or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct (i) Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or indirect upon a wholly owned domestic Unrestricted Subsidiary (other than an Excluded Subsidiary) being designated as a Restricted Subsidiary and (y) any Restricted Subsidiary (except for any Excluded Subsidiary) that is not already a Guarantor guarantees or becomes an obligor of any other Indebtedness of any Loan Party with an aggregate principal amount of $5,000,000 or more, in each case, cause such Subsidiary to (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower after requests, subject to the Agreement Date consent of Agent (not to be unreasonably withheld, delayed or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”conditioned), the Borrower Parties, as appropriate, shall (a) cause that such Domestic Subsidiary to be joined as a Borrower hereunder, provide to the Administrative Agent, for the benefit of the Lender Group, Agent a duly executed joinder and supplement to this Agreement substantially in the form of Exhibit H J-1, (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as ii) become a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement by delivering to the Agent a duly executed joinder to the Guaranty and Security Agreement or such other document as the Agent shall deem appropriate for such purpose, (iii) grant a security interest in all Collateral specified in the Guaranty and Security Agreement (subject to the exceptions specified in the Guaranty and Security Agreement, including with respect to Excluded Assets) owned by such Subsidiary by delivering to the Agent a duly executed joinder to the Guaranty and Security Agreement, together with such other security documentsdocuments and financing statements as the Agent shall reasonably deem appropriate for such purpose and comply with the terms of each applicable security document, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory (iv) deliver to the Administrative Agent a duly executed joinder to the Intercreditor Agreement, (v) to deliver to the Agent such opinions, documents and certificates referred to in Section 3.1 as may be reasonably requested by the Agent, (bvi) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent if the Equity Interests of such Foreign Subsidiary constitute Collateral and are directly owned certificated, deliver, subject to the Intercreditor Agreement, to the Agent such original certificated Equity Interests or other certificates and held by a Borrower Party stock or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of other transfer powers evidencing the Equity Interests of such Foreign Subsidiary, Subsidiary and (cvii) provide deliver to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory Agent such updated Schedules to the Administrative Agent, which in its reasonable opinion is appropriate Loan Documents as requested by the Agent with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this AgreementPerson.

Formation of Subsidiaries. At Each Loan Party will, at the time of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the formation of Fifth Restatement Effective Date, at any time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial a Loan Party that previously was an Excluded Subsidiary ceases to satisfy the requirements be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within thirty days of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and such other security documentsin each case, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory (subject to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest such longer time period as may be expressly provided in any new Foreign Subsidiaryother Loan Document) such other Security Documents reasonably requested by the Agent, in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agent, provided, however, assets of such pledge will only be required newly formed or acquired Subsidiary); (b) except to the extent exempted or excluded under and in accordance with the terms of the Guaranty and Security Agreement, provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a Disregarded Domestic Person (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign CFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At (A) Each Borrower will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of (other than any Borrower after the Agreement Date such Subsidiary that is an Excluded Subsidiary) or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Closing Date (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) and (B) each Borrower may, in its sole discretion, with respect to any Immaterial Subsidiary ceases that is an Excluded Subsidiary solely due to satisfy the requirements of the definition of its status as an “Immaterial Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and together with such other security documentsagreements and any applicable Additional Documents (as defined below)), together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to the Administrative Agent, provided, howeverthat, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such pledge will only CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiarydocumentation set forth in Section 2.2(a), and (cd) if requested by the Agent, provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion Permitted Discretion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a “Loan Document” for purposes of this AgreementParty may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. At the time Each Loan Party will (a) if such Loan Party forms or acquires any direct or indirect Subsidiary (including as a result of the formation of Permitted Liberty Statutory Division), (b) if any direct or indirect Subsidiary of any Borrower after the Agreement Date such Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary as a result of a Subsidiary Redesignation or the acquisition of if such Unrestricted Subsidiary otherwise fails to constitute an Unrestricted Subsidiary hereunder, or (c) if any direct or indirect Subsidiary of any Borrower after the Agreement Date such Loan Party that was previously an Excluded Subsidiary pursuant to clause (b) or any Immaterial Subsidiary ceases to satisfy the requirements (c) of the definition thereof ceases to be an Excluded Subsidiary, within fifteen days of such event (or such later date as permitted by Agent in its sole discretion), unless such Subsidiary is an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (ai) cause such Subsidiary to (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, provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H and (each, B) provide to Agent a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement joinder to the applicable Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary), (bii) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code LEGAL_US_W # 82509300.31 financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged, and (ciii) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is reasonably appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued by a Loan Party or Subsidiary pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Borrowers will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within 10 days of such formation or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, acquisition (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause any such Subsidiary that is a new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and together with such other security documentsagreements (including mortgages with respect to any Real Property owned in fee of such new Domestic Subsidiary with a fair market value greater than $1,000,000), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Domestic Subsidiary), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any each new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such any first tier Foreign Subsidiary are directly owned of any Loan Party (and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of any Foreign Subsidiary of any Loan Party) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, (a) at the time of that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the formation of Closing Date, or (b) at any time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial a Loan Party that was previously an Excluded Subsidiary ceases to satisfy be an Excluded Subsidiary, within fifteen (15) days of such event (or such later date as permitted by the requirements of the definition of Required Lenders in their sole discretion), (i) unless such Subsidiary is an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent and the Administrative Agent, Required Lenders (bincluding being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) provide in and to the Administrative Agentassets of such newly formed or acquired Subsidiary); (ii) provide, for or cause the benefit of the Lender Groupapplicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to Agent and the Administrative Agent, Required Lenders; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged, and (ciii) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent and the Administrative AgentRequired Lenders, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.10 shall constitute a Loan Document. For the avoidance of doubt, for all purposes under this Section 5.10, the formation and acquisition of a Person shall be a “Loan Document” for purposes deemed to include any formations and acquisitions by division; provided that compliance with the requirements of this AgreementSection 5.10 shall not cure any Default or Event of Default as a result of such division.

Formation of Subsidiaries. At Each Loan Party will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within ten days of such event (or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall permitted by Agent in its sole discretion) (a) cause such Domestic 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Subsidiary), (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required (c) to the extent required under the Equity Interests terms of this Agreementthat an Additional Real Property Collateral Event exists, deliver (i) one or more Mortgages creating on the real property of such Foreign Subsidiary are directly owned a perfected, first priority Lien (except to the extent of Permitted Liens that would have priority over the Agent's Liens pursuant to applicable law or an agreement expressly permitted hereunder to have such senior priority) on such real property and held (ii) such other real property deliverables as may be reasonably required by Agent with respect to each such real property with a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiaryfair market value exceeding $750,0001,000,000, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary, Beneficial Ownership Certification and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. (a) At the time of that (x) Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the formation of Closing Date (in each case other than an Immaterial Subsidiary or any direct Excluded Subsidiary, as determined by Section 5.7(b)), or indirect (y) any Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Guarantor that is not a Guarantor is no longer an Immaterial Subsidiary ceases to satisfy the requirements of the definition of or an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary (or former Immaterial Subsidiary or an Excluded Subsidiary) to provide to the Administrative Agent, for the benefit of the Lender GroupAgent a Guaranty and a Security Agreement, a joinder to the Intercompany Subordination Agreement and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Stock Pledge Agreement, a supplement to the Security Agreement, and together with such other security documents, together with as well as appropriate Uniform Commercial Code UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary (or former Immaterial Subsidiary or Excluded Subsidiary)), (b) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement or a supplement to an existing Stock Pledge Agreement and appropriate certificates and powers or Uniform Commercial Code UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in any such new Foreign Subsidiary (or former Immaterial Subsidiary or Excluded Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, provided(c) if such Subsidiary is a limited liability company or limited partnership formed under the laws of Delaware, howeverinclude in the limited liability company agreement, such pledge will only be required limited partnership agreement, or other similar Governing Documents language substantively similar to the extent the Equity Interests provisions of such Foreign Subsidiary are directly owned Sections 7(e) and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%7(f) of the Equity Interests of such Foreign SubsidiaryStock Pledge Agreement, and (cd) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.7 shall be a “Loan Document” for purposes . The foregoing to the contrary notwithstanding, such new Subsidiary shall not be required to execute and deliver a Guaranty or a Security Agreement or a joinder to the Stock Pledge Agreement, and neither Borrower nor any Guarantor, as applicable, shall be required to pledge more than 66% of the voting stock of such Subsidiary to the extent that (x) such Subsidiary is a Foreign Subsidiary, and (y) Borrower would incur material adverse tax consequences therefrom; provided, however, that if such Subsidiary is a Foreign Subsidiary, Borrower or such Guarantor, as applicable, must deliver such documents as required by this Agreement.Section 5.7 within sixty (60) days of the date such entity was deemed to be a Subsidiary. 49

Formation of Subsidiaries. At the time of the formation of any direct or indirect Subsidiary of any the Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any the Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Date, the Borrower Parties, as appropriate, shall (a) cause such new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H K (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documentsdocuments (including, without limitation, Mortgages with respect to any real estate owned by such Subsidiary), together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any such new Foreign SubsidiarySubsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 6.21 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 6.21 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of that Borrower or any Guarantor forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Restatement Effective Date, Borrower or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, as appropriate, such Guarantor shall (a) cause such Domestic new Subsidiary to provide to the Administrative AgentAgent a Guaranty, for the benefit Guarantor Security Agreement, and Intercompany Subordination Agreement (or joinder thereto), together with such other security documents (including delivery of the Lender GroupMortgages, a joinder and supplement to this Agreement substantially satisfaction of each other requirement specified in Section 6.17 in the form time periods set forth therein, with respect to any Real Property Collateral of Exhibit H (each, a “Guaranty Supplement”such new Subsidiary), pursuant as well as appropriate financing statements (and with respect to which such Domestic Subsidiary shall agree all property subject to join as a Guarantor of the Obligations under Article 3 Mortgage, fixture filings), all in form and as substance satisfactory to Agent (including being sufficient to grant Agent a Borrower Party under this Agreement, a supplement first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary other than any Excluded Property); provided that the Guaranty, Guarantor Security Agreement, and such other security documents, together documents shall not be required to be provided to Agent with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory respect to the Administrative Agentany direct or indirect Subsidiary of a Loan Party that is an Excluded Subsidiary, (b) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging hypothecating all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and ; provided that no such pledge shall be limited made with respect to sixtyany Excluded Subsidiary (other than 65% of the total outstanding voting Stock (and 100% of the total outstanding non-five percent (65%voting Stock) of the Equity Interests any CFC or CFC Holdco that is a direct Subsidiary of such Foreign Subsidiarya Loan Party), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation 137020431v13 referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party above (including policies of title insurance or any Subsidiary of other documentation with respect to all property subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 6.15 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of any direct or indirect Restricted Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Restricted Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Date, the Borrower Parties, as appropriate, shall (a) cause such Restricted Subsidiary, if it is a Domestic Subsidiary Subsidiary, to provide to the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit H G (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent or Collateral Agent, as applicable, (b) provide to the Administrative Collateral Agent, for the benefit of the Lender GroupSecured Parties, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new such Restricted Subsidiary, if it is a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Collateral Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender GroupGroup and the Collateral Agent, for the benefit of the Secured Parties, all other documentationdocumentation reasonably requested, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 6.18 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to in violation of Article 8. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 6.18 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of (other than any Borrower after the Agreement Date Unrestricted Subsidiary) or the acquisition of acquires any direct or indirect Subsidiary of (other than any Borrower Unrestricted Subsidiary) after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Closing Date, the Borrower Parties, as appropriate, such Loan Party shall (a) within 30 days of such formation or acquisition cause any such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder to the Guaranty and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee with a Fair Market Value in excess of $1,000,000 for an individual property of such new Subsidiary), together as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Subsidiary of Borrower that is a CFC if providing such documents would result in material adverse tax consequences, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging hypothecating all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance Subsidiary reasonably satisfactory to Agent; provided that only 65% of the Administrative Agent, provided, however, total outstanding Voting Stock of any first tier Subsidiary of a Loan Party that is a CFC and none of the total outstanding Voting Stock of any other Subsidiary of such pledge will only CFC shall be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by be pledged if hypothecating a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiarygreater amount would result in material adverse tax consequences, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary fee with a Fair Market Value in excess of $5,000,000 for an individual property and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, within thirty days after any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time of the formation of when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any a Loan Party that previously was an Immaterial Subsidiary ceases to satisfy the requirements becomes a Material Subsidiary, within thirty days of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements (including Mortgages and related deliveries in accordance with Section 5.17) as well as appropriate financing statements (and with respect to all property subject to a Mortgage, together with appropriate Uniform Commercial Code financing statementsfixture 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 Administrative Agent, assets of such newly formed or acquired Subsidiary); (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower PartyLoan Party that is a Foreign Subsidiary, a FSHC or a Disregarded Domestic Person (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign Subsidiary, FSHC or Disregarded Domestic Person) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including Mortgages and related deliveries in this accordance with Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 85.17). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, (a) at the time that anyif such Loan Party forms any direct or indirect Subsidiary,or acquires any direct or indirect Subsidiary after the Closing Date(including as a result of the formation of Permitted Liberty Statutory Division), (b) at any time whenif any direct or indirect Subsidiary of asuch Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary, or (c) at any Borrower after the Agreement Date time when as a result of a Subsidiary Redesignation or the acquisition of if such Unrestricted Subsidiary otherwise fails to constitute an Unrestricted Subsidiary hereunder, or (c) if any direct or indirect Subsidiary of any Borrower after the Agreement Date asuch Loan Party that was previously an Excluded Subsidiary pursuant to clause (b) or any Immaterial Subsidiary ceases to satisfy the requirements (c) of the definition thereof ceases to be an Excluded Subsidiary, within fifteen days of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall permitted by Agent in its sole discretion) (a), unless such Subsidiary is an Excluded Subsidiary, (i) cause such new Subsidiary to (iA) 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (iiB) to provide to Agent a supplement joinder to the applicable Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agentassets of such newly formed or acquired Subsidiary);, (bbii) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a FSHCO (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged, and (cciii) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is reasonably appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued by a Loan Party or Subsidiary pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At On or before the time earlier of (x) ten (10) Business Days after the date of the formation of any direct or indirect Subsidiary of any a Borrower after the Agreement Initial Funding Date or as expressly permitted by Section 8.3(i) and (y) the acquisition date on which such Subsidiary obtains any assets (other than the minimum amount of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases capitalization required by Applicable Law to satisfy the requirements of the definition of an “Immaterial form such Subsidiary”), the Borrower Loan Parties, as appropriate, shall (a) unless such new Domestic Subsidiary is a HUD Owner, cause such new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender GroupSecured Parties, either, at the option of Administrative Agent and Required Lenders, (i) a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”)Joinder, pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor Borrower of the Obligations under Article 3 and as a Borrower Loan Party under this AgreementAgreement and the Notes, or (ii) a Guaranty, (b) unless such new Domestic Subsidiary is a HUD Owner, cause such new Domestic Subsidiary to provide to Administrative Agent, for the benefit of the Secured Parties, a joinder and supplement to the Security Agreement, and such other security documentsSecurity Documents (including Mortgages with respect to any real estate owned or leased pursuant to a ground lease by such Subsidiary), the Contribution Agreement and the Indemnity Agreement, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (bc) provide to the Administrative Agent, for the benefit of the Lender GroupSecured Parties, a pledge agreement or supplement to the Security Agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (cd) provide to the Administrative Agent, for the benefit of the Lender GroupSecured Parties, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 7.20 shall authorize any Borrower Loan Party or any Subsidiary of a Borrower Loan Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Section 8.3(i). Any document, agreement or instrument executed or issued pursuant to this Section 6.20 7.20 shall be a “Loan Document” Document for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the formation of Closing Date, or at any time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any a Loan Party that previously was an Immaterial Subsidiary ceases to satisfy the requirements becomes a Material Subsidiary, within ten days of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such event (or such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agent, assets of such newly formed or acquired Subsidiary); (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent (which pledge, if reasonably requested by Agent, provided, however, shall be governed by the laws of the jurisdiction of such pledge will Subsidiary); provided that only be required to 65% of the extent the total outstanding Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, that is a CFC or Disregarded Domestic Person (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or Disregarded Domestic Person) shall be required to be pledged, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be constitute a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of any direct or indirect new Subsidiary of any Borrower after the Agreement Date Holdings or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”other Obligor, the Borrower Parties, as appropriate, shall will cause such Subsidiary to (a) cause such Domestic Subsidiary to provide to the Administrative AgentAgent (i) an executed Subsidiary Security Agreement for such new Subsidiary, in substantially the form of Exhibit F-2 attached hereto, together with appropriate UCC-1 financing statements, (ii) an executed Subsidiary Guaranty for such new Subsidiary, (iii) to the extent applicable, an executed Pledge Agreement for such new Subsidiary and (iv) to the extent applicable, a Trademark Security Agreement, together with other appropriate documentation, as well as a subsidiary loan certificate for such new Subsidiary substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (b) pledge to the Agent all of the Equity Interests of such newly-formed Subsidiary that are beneficially owned by the Borrower or such other Obligor, as the case may be, as additional Collateral for the benefit Obligations, to be held by the Agent in accordance with the terms of the Lender Group, a joinder and supplement to this Pledge Agreement substantially in the form of Exhibit H (eachG attached hereto, a “Guaranty Supplement”)and execute and deliver to the Agent all such other documentation for such pledge as, pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor in the opinion of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents, together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent, (b) provide to the Administrative Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all direct or beneficial ownership interest in any new Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, is appropriate; and (c) provide to the Administrative Agent, revised financial projections for the benefit remainder of the Lender Groupfiscal year and for each subsequent year until the Stated Maturity Date, which reflect such formation, certified by the CFO, together with a statement by the CFO that no Default exists or would be caused by such formation, and all other documentation, including one or more opinions of counsel counsel, which are satisfactory to the Administrative Agent, Agent and which in its reasonable opinion is appropriate with respect to the formation of such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 6.20 7.1.1 shall be constitute both a “"Loan Document” " and a "Security Document" for purposes of this Agreement.

Formation of Subsidiaries. At the time of the formation of that any Loan Party forms any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of acquires any direct or indirect Domestic Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”Closing Date, the Borrower Parties, as appropriate, such Loan Party shall (a) within twenty (20) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Domestic Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and the Security Agreement, and together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee of such new Domestic Subsidiary with a fair market value of at least $2,000,000 or, together if a mortgage on any Real Property has been or will be granted to Term Loan Agent, then without regard to the fair market value of such Real Property) as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 or, in the Administrative Agentcase of Term Loan Priority Collateral, second priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) within twenty (20) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent, for the benefit of the Lender Group, Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in form and substance Subsidiary reasonably satisfactory to Agent and provide to Agent or, for so long as any Indebtedness under the Administrative AgentTerm Loan Documents is outstanding, Term Loan Agent appropriate certificates and powers; provided, howeverthat, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) percent of the total outstanding voting Equity Interests of any first tier Subsidiary of any Loan Party that is a Foreign Subsidiary (and none of the Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge shall be governed by the laws of the jurisdiction of such Subsidiary if Term Loan Agent has requested or received a pledge governed by such laws), 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 the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time of the formation of that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary of any Borrower after the Agreement Date Closing Date, within 15 Business Days of such event (or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial Subsidiary ceases to satisfy the requirements of the definition of an “Immaterial Subsidiary”, the Borrower Parties, such later date as appropriate, shall 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 the Administrative Agent, for the benefit of the Lender Group, Agent a joinder and supplement Joinder to this Agreement substantially in the form of Exhibit H (each, a “Guaranty Supplement”), pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, and (ii) to provide to Agent a supplement joinder to the Guaranty and Security Agreement, and in each case, together with such other security documentsagreements (including Mortgages with respect to any Real Property owned in fee by such new Subsidiary with a fair market value of greater than $10,000,000, together provided that the applicable Subsidiary shall have 90 days to deliver such mortgage, as well as appropriate financing statements (and with appropriate Uniform Commercial Code financing statementsrespect 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 Administrative Agentassets 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 Loan Party that is a CFC, (b) provide provide, or cause the applicable Loan Party to the Administrative Agentprovide, for the benefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, such pledge will that only be required to 65% of the extent the total outstanding voting Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic any first tier Subsidiary of a Borrower Party, Loan Party that is a CFC or a CFC Holdco (and such pledge shall be limited to sixty-five percent (65%) none of the Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or CFC Holdco) shall be required to be pledged, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing above (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of fee and subject to a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8mortgage). Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 5.11 shall constitute a Loan Document. No Real Property shall be taken as Collateral unless Agent receive not less than 45 days’ prior written notice and each Lender confirms to Agent that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Flood Laws or as otherwise satisfactory to such Lender. At any time that any Real Property constitutes Collateral, no modification of a “Loan Document” for purposes Document shall add, increase, renew or extend any loan, commitment or credit line hereunder until the completion of this Agreementflood due diligence, documentation and coverage as required by the Flood Laws or as otherwise satisfactory to all Lenders; provided, that any such Lender that does not complete such flood due diligence, documentation and coverage in a timely manner and consent to such modification shall be deemed a Non-Consenting Lender.

Formation of Subsidiaries. At (A) Each Note Party will, (a) at the time of that any Note Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the formation of Issue Date, or (b) at any time when any direct or indirect Subsidiary of any Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary of any Borrower after the Agreement Date or any Immaterial a Note Party that was previously an Excluded Subsidiary ceases to satisfy be an Excluded Subsidiary, within fifteen (15) days of such event (or such later date as permitted by the requirements of the definition of Required Holders in their sole discretion), (i) unless such Subsidiary is an “Immaterial Excluded Subsidiary”, the Borrower Parties, as appropriate, shall (a) cause such Domestic new Subsidiary to provide to the Administrative Agent, for the benefit of the Lender Group, execute a joinder and supplement to this Agreement substantially Supplemental Indenture in the form of Exhibit H (each, a “Guaranty Supplement”), E hereto pursuant to which such Domestic Subsidiary shall agree to join as a Guarantor Section 8.01(B) of the Obligations under Article 3 and as Indenture to become a Borrower Party under this AgreementGuarantor, a supplement to the Security Agreement, and together with such other security documentsagreements, together with as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Collateral Agent and the Administrative Agent, Required Holders (bincluding being sufficient to grant the Collateral Agent a first priority Lien (subject to Permitted Liens) provide in and to the Administrative Agentassets of such newly formed or acquired Subsidiary); (ii) provide, for or cause the benefit of the Lender Groupapplicable Note Party to provide, to Collateral Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in any such new Foreign Subsidiary, Subsidiary in form and substance reasonably satisfactory to Collateral Agent and the Administrative Agent, provided, however, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party or a Domestic Subsidiary of a Borrower Party, and such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, Required Holders; and (ciii) provide to the Administrative Agent, for the benefit of the Lender Group, Collateral Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Collateral Agent and the Administrative AgentRequired Holders, which which, in its reasonable opinion opinion, is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement agreement, or instrument executed or issued pursuant to this Section 6.20 3.38 shall constitute a Note Document. For the avoidance of doubt, for all purposes under this Section 3.38, the formation and acquisition of a Person shall be a “Loan Document” for purposes deemed to include any formations and acquisitions by division; provided that compliance with the requirements of this AgreementSection 3.38 shall not cure any Default or Event of Default as a result of such division.