Common use of Formation of Subsidiaries Clause in Contracts

Formation of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral) and (b) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, which Agent shall reasonably request with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct Subsidiary or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a such Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, shall (a) within 30 days 20 Business Days of such event formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder Guaranty or joinder thereto (or, upon request of Administrative Borrower in the case of any Subsidiary that is organized under the laws of any state or territory of the United States of America, a joinder to this Agreement or (Bresulting in such Subsidiary becoming a Borrower under this Agreement and the other Loan Documents subject to the completion of legal and business due diligence and execution of related documents reasonably satisfactory to Agent) to provide to Agent and a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary to the extent required by the Loan Documents), as well as appropriate 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 the Intercreditor Agreement and to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that no Guaranty or any such joinder or other security documents shall be required to be provided to Agent with respect to any Subsidiary constituting Collateralof a Loan Party that is a CFC, (b) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement) and, subject to the terms of the Intercreditor Agreement, appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided that only 65% of the 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 CFC) shall be required to be pledged (it being understood that such pledge shall not be required to be documented by a non-United States law governed pledge agreement, and (bc) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms If Borrower intends to form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing Date, Borrower shall provide Administrative Agent with at least 10 days prior written notice to Administrative Agent before forming or acquiring such Subsidiary, . At the time Borrower forms or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, Borrower shall cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Administrative Agent a Joinder to this Agreement or (B) to provide to Agent guaranty and a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseguarantor security agreement, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral) and Subsidiary), (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in the foregoing provision, Lenders shall not be obligated to consent to any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide such formation or acquisition of a guaranty of the Obligations subsidiary unless such formation or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligationsacquisition is not prohibited hereunder.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a such Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, shall (a) within 30 days of such event (formation or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, acquisition cause any such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Administrative Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary constituting Collateral) and of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within (a) 30 days, other than with respect to title insurance or at any time when any direct other documentation with respect to Real Property, or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary(b) 90 days, within 30 days of with respect to title insurance and other documentation with respect to Real Property, after such event formation or acquisition (or such later date as permitted by Agent in its sole discretion) ), (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsagreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $3,000,000), as well as appropriate 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 only to (y) Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases and (z) the Liens granted under the Term Loan Documents that are expressly permitted under the terms of the Intercreditor Agreement to be first priority Liens) in and to the assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, which Agent shall reasonably request is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Date (other than a Subsidiary which qualified as an Inactive Subsidiary) or at any time when any direct or indirect Inactive Subsidiary of a Loan Party that previously was ceases to be an Immaterial Inactive Subsidiary becomes a Material Subsidiaryafter the Closing Date, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) Loan Party shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such other than an Excluded Foreign Subsidiary is or a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (BCanadian Subsidiary) to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agentthe applicable U.K. Security Documents, if applicable), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and equivalent instruments in the United Kingdom) (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that any such guaranty or security provided by a Subsidiary constituting Collateralincorporated outside the United States shall support only the U.K. Obligations, (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements (and equivalent instruments in the United Kingdom), hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent, provided, that in the case of a first tier foreign Subsidiary, such pledge made to support the U.S. Obligations shall not be for more than 65% of such voting ownership interest in such new Subsidiary, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at Within thirty (30) days of either the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when formation of any direct or indirect Subsidiary of a Loan any Credit Party that previously was an Immaterial after the Agreement Date or the acquisition of any direct or indirect Subsidiary becomes a Material Subsidiaryof any Credit Party after the Agreement Date, within 30 days of such event (or such later date the Credit Parties, as permitted by Agent in its sole discretion) appropriate, shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary, cause such new Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a Joinder joinder and supplement to this Agreement or substantially in the form of Exhibit I (B) each, a “Supplement”), pursuant to provide which such new Domestic Subsidiary shall agree to Agent join as a joinder Guarantor of the Obligations under Article 3 and as a Credit Party under this Agreement, a supplement to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand such other security documents, together with such other security agreements, 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 constituting Collateral) and Administrative Agent, (b) cause the Credit Party or Credit Parties that own such Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a supplement to the Pledge Agreement, pursuant to which such Credit Parties shall pledge 100% of the Equity Interests of any such Domestic Subsidiary, or 65% of the voting Equity Interests, and 100% of the nonvoting Equity Interests, of any 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, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, 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 opinion, which Agent shall reasonably request 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 Credit Party or any Subsidiary of a 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, agreement or instrument executed or issued pursuant to this Section 5.11 6.20 shall constitute be a “Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty ” for purposes of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the ObligationsAgreement.

Formation of Subsidiaries. Each Loan Party will, at Within thirty (30) days of either the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when formation of any direct or indirect Subsidiary of a Loan any Credit Party that previously was an Immaterial after the Agreement Date or the acquisition of any direct or indirect Subsidiary becomes a Material Subsidiaryof any Credit Party after the Agreement Date, within 30 days of such event (or such later date the Credit Parties, as permitted by Agent in its sole discretion) appropriate, shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary, cause such new Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a Joinder joinder and supplement to this Agreement or substantially in the form of Exhibit I (B) each, a “Supplement”), pursuant to provide which such new Domestic Subsidiary shall agree to Agent join as a joinder Guarantor of the Obligations under Article 3 and as a Credit Party under this Agreement, a supplement to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand such other security documents, together with such other security agreements, 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 constituting Collateral) and Administrative Agent, (b) cause the Credit Party or Credit Parties that own such Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a supplement to the Pledge Agreement, pursuant to which such Credit Parties shall pledge 100% of the Equity Interests of any such Domestic Subsidiary, or 65% of the voting Equity Interests, and 100% of the nonvoting Equity Interests, of any 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, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, 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 opinion, which Agent shall reasonably request 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 Credit Party or any Subsidiary of a Credit Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant toin violation of Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.20 shall constitute be a “Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty ” for purposes of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the ObligationsAgreement.

Formation of Subsidiaries. Each Loan Party will, at At the time that (or, in the case of an Immaterial Subsidiary, on or within 60 days after) any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to this Agreement or the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Guarantor Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 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 assets of such newly formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary constituting Collateral) (unless such Subsidiary is a CFC in which case the pledge of such ownership interest will be limited to 65% of the Stock of the CFC), in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.”

Formation of Subsidiaries. Each Loan Party willPromptly upon the formation or acquisition of any Material Subsidiary, at Borrower shall provide the time Administrative Agent and the Lenders notice thereof and timely comply with the requirements hereof. In the event that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after of Borrower existing on the Closing Date, or at any time when any direct or indirect Date that has not previously executed the Subsidiary of a Loan Party that previously was an Immaterial Subsidiary Guaranty hereafter becomes a Material Subsidiary, within 30 days or in the event that any Person becomes a Material Subsidiary of such event (or such later Borrower after the date as permitted by hereof, Borrower will promptly notify Administrative Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, of that fact and cause such new Material Subsidiary to (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject deliver certified copies of its Organizational Documents to the consent of Administrative Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) execute and deliver to provide to Administrative Agent a joinder to counterpart of the Subsidiary Guaranty and Security Agreement, (iii) deliver to Administrative Agent evidence of incumbency and authority for such Material Subsidiary to enter into such Loan Documents and (iv) take all such further actions and execute all such further documents and instruments as may be necessary or, in each casethe opinion of Administrative Agent, together with desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority lien on the Collateral of such other security agreementsMaterial Subsidiary described in the applicable forms of Collateral Documents. Notwithstanding the foregoing, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liensx) in and to the assets of such newly formed no event shall any Financing Subsidiary or acquired Insurance Subsidiary constituting Collateral) and (b) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, which Agent shall reasonably request with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of guarantee the Obligations or become a party execute the Subsidiary Guaranty or Security Agreement, and (y) in no event shall Sav Max be required to this guarantee the Obligations or execute the Subsidiary Guaranty or Security Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligationsprior to September 28, 2013 or, if Sav Max is dissolved before such date, ever.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Credit Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan such Credit Party that previously was an Immaterial Subsidiary becomes a Material Subsidiaryshall, within 30 days of such event (or such later date as permitted by Agent may request in its sole discretion) Permitted Discretion, (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder hereto, to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any owned Real Property of such new Subsidiary having a fair market value of $500,000 or more for any one location or $1,000,000 in the aggregate for all such Real Property) and joinders to such other Loan Documents as Agent may request in its Permitted Discretion, as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent in its Permitted Discretion (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 constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers and/or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent in its Permitted Discretion, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, Agent in its opinion, which Agent shall reasonably request Permitted Discretion with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Documentthe foregoing, no Excluded if a Subsidiary that is so formed or acquired is a Controlled Foreign Subsidiary Corporation, then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be required limited to either (i) provide a guaranty 65% of the Obligations or become a party voting power of all classes of capital Stock of such Subsidiary entitled to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in vote; provided, that immediately upon any of its assets as collateral for the payment and performance amendment of the ObligationsIRC that would allow the pledge of a greater percentage of the voting power of capital Stock in such Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) Borrower shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate 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 assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary the foregoing, the Recurring Revenues of any entity that becomes a Borrower pursuant to this Section shall not be included in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty the calculation of the Obligations or become a party to this Agreement and Borrowing Base until the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest Lenders have approved such inclusion in any of its assets as collateral for the payment and performance of the Obligationstheir Permitted Discretion.

Formation of Subsidiaries. Each Loan Party will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at other than (i) any time when such Subsidiary that has been properly designated as an Unrestricted Subsidiary in accordance with the terms of this Agreement (so long as any direct or indirect such Subsidiary continues to constitute an Unrestricted Subsidiary), (ii) any Foreign Subsidiary that is not a Material Foreign Subsidiary, and (iii) any Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Foreign Subsidiary, within 30 ten (10) Business days of the date when such event (Subsidiary is acquired or created, unless the Required Lenders elect otherwise, Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary which is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Guarantor Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 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 assets of such newly formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, hypothecating such amount of the direct or beneficial ownership interest in such new Subsidiary constituting Collateral) as is permissible under the definition of Collateral under the Guarantor Security Agreement, in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request Permitted Discretion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, such Borrower shall (a) within 30 days 10 Business Days of such event formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to the Administrative Agent a Joinder joinder to this Agreement or (B) to and provide to the Tranche A Collateral Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseTranche A Collateral Documents, together with such other security agreementsdocuments (including mortgages with respect to any owned Real Property), as well as appropriate financing statementsstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent and the Tranche A Collateral Agent (including being sufficient to grant the Tranche A Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral) and Subsidiary), (b) within 10 Business Days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to the Tranche A Collateral Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to the Tranche A Collateral Agent, and (c) within 10 Business Days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent and the Tranche A Collateral Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent and the Tranche A Collateral Agent, which, which in its opinion, which Agent shall reasonably request their opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance (with coverage amounts reasonably acceptable to Administrative Agent) or other documentation with respect to all owned Real Property). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything contrary Nothing contained in this Section 5.11 shall permit Borrowers to form or acquire any Loan Document, no Excluded Foreign direct or indirect Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest than in any of its assets as collateral for the payment and performance of the Obligationsaccordance with Section 6.3.

Formation of Subsidiaries. Each Loan Party will, at (i) Promptly notify the time that Lender not less than 30 days prior to the date any Loan Party Company forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary (including without limitation in connection with a Permitted Acquisition) after the Closing Date, (ii) concurrently with such formation or at acquisition, cause such new Subsidiary to provide to the Lender a joinder to this Agreement and the Guaranty (unless such Subsidiary is not organized under the laws of the United States or any time when any direct political subdivision or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event territory thereof) and (iii) on or before the 90th day (or such later date as permitted by Agent the Lender may determine in its sole reasonable discretion) following such date such Company shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder the Lender such security documents (including Mortgages with respect to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agentany Real Property of such new Subsidiary), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements, as well as appropriate UCC-1 or other financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Lender (including being sufficient to grant Agent the Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral) and Subsidiary), (b) provide to Agent the Lender a pledge agreement and appropriate certificates and powers or UCC-1 or other financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to the Lender, (c) provide to the Lender an amendment to Schedules 5.8(b) and (c), in form and substance satisfactory to the Lender and (d) provide to the Lender all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agentthe Lender, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document. Notwithstanding anything contrary Nothing contained in any Loan Document, no Excluded Foreign this Section 6.15 shall constitute a consent by the Lender to the formation or acquisition of a Subsidiary shall be required to either (i) provide by a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the ObligationsCompany.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after of the Closing Date, or at any time when formation of any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial any Borrower or the acquisition of any direct or indirect Subsidiary becomes a Material Subsidiaryof any Borrower after the Agreement Date which is permitted under this Agreement Party, within 30 days of such event (or such later date the Borrower Parties, as permitted by Agent in its sole discretion) appropriate, shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a Joinder joinder and supplement to this Agreement or substantially in the form of Exhibit M attached hereto (B) each a "Guaranty Supplement"), pursuant to provide which such new Domestic Subsidiary shall agree to Agent join as a joinder Guarantor of the Obligations under Article 3, a supplement to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand such other security documents (including, without limitation, Mortgages with respect to any real estate owned by such Subsidiary), together with such other security agreements, 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 constituting Collateral) and Administrative Agent, (b) provide to Agent 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 such new 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, that with respect to any new Foreign Subsidiary (including US Ben Xxxxxxx Holdco), such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, 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 opinion, which Agent shall reasonably request reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.21 shall constitute be a "Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty " for purposes of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the ObligationsAgreement.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent Guarantor may amend Schedule 4.8(c) in its sole discretionaccordance with Section 4.8(c) to reflect such new Subsidiary and shall (a) unless if such new Subsidiary is an Excluded a domestic Subsidiary, (i) cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent the Guaranty (or a Joinder to this Agreement or (Bjoinder thereto) to provide to Agent and a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including, if requested by Agent, Mortgages with respect to any Real Property of such new Subsidiary that does not constitute an Excluded Asset), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent in their Permitted Discretion (including being sufficient to grant Agent a first priority Second Priority Lien (subject to Permitted Liens) in and to substantially all of the assets of such newly formed or acquired Subsidiary other than those constituting CollateralExcluded Assets), (ii) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent in their Permitted Discretion, and (biii) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, Agent in its opiniontheir Permitted Discretion, which Agent shall reasonably request in their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (a) above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); and (b) if such new Subsidiary is a foreign Subsidiary, (i) provide to Agent a pledge agreement and appropriate certificates and powers, financing statements or other appropriate instruments, hypothecating all of the direct or beneficial ownership interest of such new Subsidiary not constituting Excluded Assets, in form and substance satisfactory to Agent in their Permitted Discretion, and (ii) provide to Agent all other documentation, including one or more opinions of counsel satisfactory to Agent in their Permitted Discretion, which in their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (b) above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party Borrower will, at the time that any Loan Party forms any direct or indirect Domestic Subsidiary (other than an Excluded Subsidiary), acquires any direct or indirect Domestic Subsidiary (other than an Excluded Subsidiary) or a Domestic Subsidiary ceases to be an Excluded Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 10 days of such event formation, acquisition or cessation (or such later date as permitted by Agent in its sole discretion) (a) unless cause such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to and Collateral Agent a joinder to each of the Guaranty Agreement and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements, and pledge agreements, certificates and powers, as well as appropriate 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 Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed Subsidiary); provided, that only 65% of the total outstanding voting Equity Interests (and 100% of the total outstanding non-voting Equity Interests) of any first tier Subsidiary of Borrower that is a Foreign Subsidiary or acquired a Disregarded Domestic Subsidiary constituting Collateral) and none of the Equity Interests of any Subsidiary of such Person shall be required to be pledged and (b) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, which Agent shall reasonably request is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contrary in In the event that any Loan Document, no Excluded Person becomes a Foreign Subsidiary of Borrower or a Disregarded Domestic Subsidiary, and the ownership interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary are owned by Borrower or by any Domestic Subsidiary thereof (other than any Excluded Subsidiary), Borrower shall, or shall be required cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to either (i) provide a guaranty those described above, and Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the Obligations or become actions referred to above necessary to grant and to perfect a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest first priority Lien in any favor of its assets as collateral Collateral Agent, for the payment and performance benefit of Secured Parties, under the Security Agreement in 65% of the Obligationsvoting Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary and 100% of the non-voting Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary.

Formation of Subsidiaries. Each Loan Party willIf any Borrower or any Guarantor intends to form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing Date, such Borrower or such Guarantor shall provide at least five (5) days prior written notice to Agent. At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate 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 assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary) (it being understood and agreed that any such Borrower or Guarantor shall not be required to pledge the Stock of such new Subsidiary), and (b) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 SECTION 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in the foregoing provisions of this SECTION 5.16, Agent shall not be obligated to consent to any Loan Document, no Excluded Foreign such formation or acquisition of a Subsidiary shall be required to either (i) provide a guaranty of the Obligations unless such formation or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligationsacquisition is otherwise expressly permitted hereunder.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after of the Closing Date, or at any time when formation of any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial any Borrower or the acquisition of any direct or indirect Subsidiary becomes a Material Subsidiaryof any Borrower after the Agreement Date which is permitted under this Agreement Party, within 30 days of such event (or such later date the Borrower Parties, as permitted by Agent in its sole discretion) appropriate, shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a Joinder joinder and supplement to this Agreement or substantially in the form of Exhibit M attached hereto (B) each a "Guaranty Supplement"), pursuant to provide which such new Domestic Subsidiary shall agree to Agent join as a joinder Guarantor of the Obligations under Article 3, a supplement to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand such other security documents (including, without limitation, Mortgages with respect to any real estate owned by such Subsidiary), together with such other security agreements, 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 constituting Collateral) and Administrative Agent, (b) provide to Agent 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 such new 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, that with respect to any new Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Subsidiary, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, 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 opinion, which Agent shall reasonably request reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.21 shall constitute be a "Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty " for purposes of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the ObligationsAgreement.

Formation of Subsidiaries. Each Loan Party will, at (a) At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Closing Date or any Domestic Inactive Subsidiary ceases to be an Inactive Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a such Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event shall (or such later date as permitted by Agent in its sole discretioni) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such or former Inactive Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate 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 assets of such newly formed or acquired Subsidiary), (ii) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary constituting Collateral) or former Inactive Subsidiary, in form and substance reasonably satisfactory to Agent, and (biii) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); provided, however, that no Borrower or Guarantor shall be required to cause a Subsidiary which is a controlled foreign corporation as defined in Section 957 of the Internal Revenue Code (a “CFC”) to provide a joinder to this Agreement or pledge its stock (except Borrower or Guarantors must pledge 100% of the non-voting stock and 65% of the voting stock of any first-tier CFC). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16(a) shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Date (other than a Subsidiary which qualified as an Inactive Subsidiary) or at any time when any direct or indirect Inactive Subsidiary of a Loan Party that previously was ceases to be an Immaterial Inactive Subsidiary becomes a Material Subsidiaryafter the Closing Date, such Loan Party shall promptly and in in any event within 30 days of such event (after the formation, acquisition or such later date as permitted by Agent change in its sole discretion) status thereof, (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such other than an Excluded Foreign Subsidiary is or a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (BCanadian Subsidiary) to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agentthe applicable U.K. Security Documents, if applicable), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and equivalent instruments in the United Kingdom) (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that any such guaranty or security provided by a Subsidiary constituting Collateralincorporated outside the United States shall support only the U.K. Obligations, (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements (and equivalent instruments in the United Kingdom), hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent, provided, that in the case of a first tier foreign Subsidiary, such pledge made to support the U.S. Obligations shall not be for more than 65% of such voting ownership interest in such new Subsidiary, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.”

Formation of Subsidiaries. Each Loan Party will, at At the time that (x) Borrower or any Loan Party Guarantor forms any direct Subsidiary or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Closing DateDate (in each case other than an Immaterial Subsidiary), or at (y) any time when any direct or indirect Subsidiary of Borrower or any Guarantor that is not a Loan Party that previously was Guarantor is no longer an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent Lender a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent)Guaranty, joining such Subsidiary as a Guarantorthe Intercompany Subordination Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand the Stock Pledge Agreement or supplement to an existing Stock Pledge Agreement, as applicable, together with such other security agreementsdocuments, as well as appropriate UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral) and Subsidiary), (b) provide to Agent Lender a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in such new 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, include in the limited liability company agreement, limited partnership agreement, or other similar Governing Documents language substantively similar to the provisions of Sections 7(e) and 7(f) of the Stock Pledge Agreement, and (d) provide to Lender all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document. Notwithstanding anything The foregoing to the contrary in notwithstanding, such new Subsidiary shall not be required to execute and delivery a joinder to the Guaranty, Security Agreement or Stock Pledge Agreement, and neither Borrower nor any Loan DocumentGuarantor, no Excluded Foreign Subsidiary as applicable, shall be required to either (i) provide a guaranty pledge more than 66% of the Obligations or become voting stock of such new Subsidiary to the extent that (x) such new Subsidiary is a party to this Agreement Foreign Subsidiary, and the other Loan Documents as (y) Borrower would incur material adverse tax consequences therefrom; provided, however, that if such Subsidiary is a Foreign Subsidiary, Borrower or Guarantor or such Guarantor, as applicable, must deliver such documents as required by this Section 5.7 within sixty (ii60) grant a security interest in any of its assets as collateral for the payment and performance days of the Obligationsdate such entity was deemed to be a Subsidiary.

Formation of Subsidiaries. Each Loan Party willIf Borrower or any Guarantor intends to form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall provide at least five (5) days prior written notice to Lender. At the time that any Loan Party Borrower or such Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent Lender a Joinder joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Guarantor Security Agreement, or cause such new Subsidiary to enter into the Guaranty and Guarantor Security Agreement (or other guaranty agreement acceptable to Agentif such agreements were not previously entered into), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary and joinders to the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral) and Subsidiary), (b) enter into, and cause such new Subsidiary to enter into, an Intercompany Subordination Agreement, in form and substance satisfactory to Lender, (c) provide to Agent Lender a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Lender, and (d) provide to Lender all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party willA Borrower may only form a direct or indirect Subsidiary or acquire a direct or indirect Subsidiary after the Filing Date with the prior written consent of Agent; provided, at that the time that Borrowers may not cause the Restricted Subsidiary to form a direct or indirect Subsidiary or acquire a direct or indirect Subsidiary. If any Loan Party forms Borrower desires to form any direct or indirect Subsidiary, acquires Subsidiary or acquire any direct or indirect Subsidiary after the Closing Filing Date, then prior to such formation or at any time when any acquisition, such Borrower shall provide not less than 10 Business Days prior written notice of such Borrower's intention to form or acquire, as the case may be, such direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiaryto Agent requesting Agent's consent to such formation. If Agent, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) , elects to grant its consent to such formation or acquisition, such Borrower shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security this Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate 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 assets of such newly formed or acquired Subsidiary constituting Collateral) and Agent, (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all other documentationof the direct or beneficial ownership interest in such new Subsidiary, including the Governing Documents of such Subsidiary in form and one or more opinions of counsel reasonably substance satisfactory to Agent, which, and (c) provide to Agent all other documentation which in its opinion, which Agent shall reasonably request reasonable opinion is necessary or appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.13 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at Within 5 days after the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a such Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event shall (unless prohibited by applicable law or such later date as permitted by Agent in its sole discretionthe Required Lenders otherwise consent) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agentthe applicable U.K. Security Documents, if applicable), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments reasonably requested by Agent (including Mortgages, if any, with respect to any Real Property of such new Subsidiary with a value in excess of $250,000), as well as appropriate financing statementsstatements (and equivalent instruments in the United Kingdom) (and with respect to all property subject to a Mortgage, if any, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that any such guaranty or security provided by a Foreign Subsidiary constituting Collateralshall support only the U.K. Obligations; provided, further, that any such pledge with respect to Collateral of a Foreign Subsidiary shall be substantially in the form of a pledge provided under the laws of such jurisdiction on the Closing Date, (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements (and equivalent instruments in the United Kingdom), hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request reasonable judgment is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property with a value in excess of $250,000 subject to a Mortgage, if any). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at On or before the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary earlier of (x) ten (10) Business Days after the Closing Date, or at any time when date of the formation of any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date Borrower after the Closing Date as expressly permitted by Agent in its sole discretionSection 8.3(i) and (y) the date on which such Subsidiary of a Borrower obtains any assets (other than the minimum amount of capitalization required by Applicable Law to form such Subsidiary), Borrowers, as appropriate, shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of provide to Administrative Agent, that for the benefit of the Secured Parties, a Joinder, pursuant to which such new Domestic Subsidiary be joined shall agree to join as a Borrower hereunderof the Obligations and a Loan Party under this Agreement and the Notes, (b) cause such new Domestic Subsidiary to provide to Agent a Joinder to this Agreement or (B) to provide to Agent Administrative Agent, for the benefit of the Secured Parties, a joinder and supplement to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand such other Security 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 such other security agreements, as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent Administrative 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 constituting Collateral) and (bc) provide to Agent Administrative Agent, for the benefit of the Secured 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 such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (d) provide to Administrative Agent, for the benefit of the Secured Parties, all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 7.20 shall authorize any Borrower or any Subsidiary thereof to acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Section 8.3(i). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 7.20 shall constitute be a Loan DocumentDocument for purposes of this Agreement. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.Section 7.21

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after of the Closing Date, or at any time when formation of any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial the Borrower after the Agreement Date or the acquisition of any direct or indirect Subsidiary becomes a Material Subsidiaryof the Borrower after the Agreement Date, within 30 days of such event (or such later date the Borrower Parties, as permitted by Agent in its sole discretion) appropriate, shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to provide to the consent of Administrative Agent, that for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit I (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary be joined shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower hereunderParty under this Agreement, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder supplement to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand such other security documents (including, without limitation, Mortgages with respect to any real estate owned by such Subsidiary), together with such other security agreements, 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 constituting Collateral) and Administrative Agent, (b) provide to Agent 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 such new 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, and (c) provide to the Administrative Agent, for the benefit of the Lender Group, 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 opinion, which Agent shall reasonably request 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 6.21 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, agreement or instrument executed or issued pursuant to this Section 5.11 6.21 shall constitute be a “Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty ” for purposes of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.Agreement

Formation of Subsidiaries. Each Loan Party will, at On or before the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary earlier of (x) ten (10) Business Days after the Closing Date, or at any time when date of the formation of any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date Borrower after the Closing Date as expressly permitted by Agent in its sole discretionSection 8.3(i) and (y) the date on which such Subsidiary of a Borrower obtains any assets (other than the minimum amount of capitalization required by Applicable Law to form such Subsidiary), Borrowers, as appropriate, shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of provide to Administrative Agent, that for the benefit of the Secured Parties, a Joinder, pursuant to which such new Domestic Subsidiary be joined shall agree to join as a Borrower hereunderof the Obligations and a Loan Party under this Agreement and the Notes, (b) cause such new Domestic Subsidiary to provide to Agent a Joinder to this Agreement or (B) to provide to Agent Administrative Agent, for the benefit of the Secured Parties, a joinder and supplement to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseand such other Security 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 such other security agreements, as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent Administrative 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 constituting Collateral) and (bc) provide to Agent Administrative Agent, for the benefit of the Secured 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 such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (d) provide to Administrative Agent, for the benefit of the Secured Parties, all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 7.20 shall authorize any Borrower or any Subsidiary thereof to acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Section 8.3(i). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 7.20 shall constitute be a Loan DocumentDocument for purposes of this Agreement. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.121

Formation of Subsidiaries. Each Loan Party will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty Guaranty, Guarantor Security Agreement, and Security Intercompany Subordination Agreement (or other guaranty agreement acceptable to Agentjoinder thereto), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including delivery of Mortgages, and satisfaction of each other requirement specified in Section 6.17 in the time periods set forth therein, with respect to any Real Property Collateral of such new Subsidiary), as well as appropriate 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 assets of such newly formed or acquired Subsidiary constituting Collateralother than any Excluded Property); provided that the Guaranty, Guarantor Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any 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 Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent; provided that no such pledge shall be made with respect to any Excluded Subsidiary (other than 65% of the total outstanding voting Stock (and 100% of the total outstanding non-voting Stock) of any CFC or CFC Holdco that is a direct Subsidiary of a Loan Party), and (bc) within 10 days of such formation or acquisition (or such later date as permitted by Agent) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party willIf Borrower or any Guarantor intends to form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall provide at least five (5) days prior written notice to Agent before forming or acquiring such Subsidiary. At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent guaranty and a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseguarantor security agreement, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lead Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Lead Lenders, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinionLead Lenders, which Agent shall reasonably request in their opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document. Notwithstanding anything contrary in the foregoing provisions of this Section 6.15, Lenders shall not be obligated to consent to any Loan Document, no Excluded Foreign such formation or acquisition of a Subsidiary shall be required to either (i) provide a guaranty of the Obligations unless such formation or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligationsacquisition is otherwise expressly permitted hereunder.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent Guarantor may amend Schedule 4.8(c) in its sole discretionaccordance with Section 4.8(c) to reflect such new Subsidiary and shall (a) unless if such new Subsidiary is an Excluded a domestic Subsidiary, (i) cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary that does not constitute an Excluded Asset), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent and Term Loan B Representative in their Permitted Discretion (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to substantially all of the assets of such newly formed or acquired Subsidiary other than those constituting CollateralExcluded Assets), (ii) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and Term Loan B Representative in their Permitted Discretion, and (biii) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, Agent and Term Loan B Representative in its opiniontheir Permitted Discretion, which Agent shall reasonably request in their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (a) above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); and (b) if such new Subsidiary is a foreign Subsidiary, (i) provide to Agent a pledge agreement and appropriate certificates and powers, financing statements or other appropriate instruments, hypothecating all of the direct or beneficial ownership interest of such new Subsidiary not constituting Excluded Assets, in form and substance satisfactory to Agent and Term Loan B Representative in their Permitted Discretion, and (ii) provide to Agent all other documentation, including one or more opinions of counsel satisfactory to Agent and Term Loan B Representative in their Permitted Discretion, which in their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (b) above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) Borrower shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent Guaranty, a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Intercompany Subordination Agreement, in each case, together with such other security agreementsdocuments and joinders to such other Loan Documents as Agent may request, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Foreign Subsidiary, then, clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote and; provided, that immediately upon the amendment of the IRC to allow the pledge of a greater percentage of the voting power of capital Stock in such Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a such Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, shall (a) within 30 20 days of such event formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (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 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 assets 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 Foreign Subsidiary constituting Collateralor any Inactive Subsidiary so long as the negative pledge in Section 6.2 is in effect, (b) within 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided that none of the Stock of any Foreign Subsidiary shall be required to be pledged to Agent so long as the negative pledge in Section 6.2 is in effect, and (bc) within 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower or at such Guarantor shall, as Agent may request, promptly, but in any time when any direct event within 3 Business Days after the formation or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days acquisition of such event (or such later date as permitted by Agent in its sole discretion) Subsidiary: (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty Guaranty, the applicable Security Documents (including Mortgages with respect to any Real Property of such new Subsidiary) and Security Agreement (or such of the other guaranty agreement acceptable to Agent), joining such Subsidiary Loan Documents as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each casemay request, together with such other security agreementsdocuments as Agent may request, as well as appropriate 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 assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers and/or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including Mortgage Policies, surveys, appraisals, phase I environmental site assessments and other documentation with respect to all property subject to a Mortgage), in each case in form and substance satisfactory to Agent. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary the foregoing, if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation and if Borrowers can reasonably demonstrate to Agent that the granting of a Lien in any Loan Documentthe assets of such Subsidiary would result in an increase in tax liability of Parent and its Subsidiaries (based on the amount of retained earnings at the time of such formation or acquisition) in excess of $50,000 per fiscal year, no Excluded Foreign Subsidiary then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be required limited to either (i) provide a guaranty 66% of the Obligations or become a party voting power of all classes of capital Stock of such Subsidiary entitled to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in vote; provided, that immediately upon any of its assets as collateral for the payment and performance amendment of the ObligationsIRC that would allow the pledge of a greater percentage of the voting power of capital Stock in such Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiarywith respect to any new Domestic Subsidiaries, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Domestic Subsidiary), as well as appropriate 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 assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating (i) in the case of a Domestic Subsidiary, all of the direct or beneficial ownership interest in such new Domestic Subsidiary, or (ii) in the case of any Subsidiary constituting Collateralthat is not a Domestic Subsidiary, sixty-five percent (65%) of the direct or beneficial ownership in such new Subsidiary, in either case, in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); provided, however, that this Section 5.16 shall not apply with respect to any Subsidiary formed by any Borrower or Guarantor after the Closing Date to the extent such Subsidiary does not hold material assets or generate material revenue, as determined by Agent in its absolute and sole discretion. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in The provisions of this Section 5.16 shall not be deemed to be implied consent to any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty action otherwise prohibited by the terms and conditions of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the ObligationsAgreement.

Formation of Subsidiaries. Each Loan Party Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary (other than Immaterial Subsidiaries) or acquires any direct or indirect Subsidiary (other than Immaterial Subsidiaries) after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 ten (10) days of such event formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to guaranty of the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each caseObligations, together with such other security agreementsagreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $500,000), as well as appropriate financing statementsstatements (and with respect to all property subject to a mortgage, all in form fixture filings) and substance such other documentation as is necessary or reasonably satisfactory to Agent (including being sufficient desirable to grant Agent a first priority Lien (subject only to Permitted Liens,) in and to the assets of such newly formed or acquired Subsidiary constituting to the extent not “Excluded Collateral” under the Guaranty and Security Agreement), all in form and substance reasonably satisfactory to Agent, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge 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 to secure the Obligations, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, which Agent shall reasonably request is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contrary in any Loan DocumentIn addition, no Excluded each newly acquired or formed Foreign Subsidiary shall be required to either pledge their Voting Stock within ten (i10) provide days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), provided that, such pledge shall be limited to 66% of such Foreign Subsidiary’s Voting Stock if a guaranty pledge in excess of the Obligations or become such percentage would result in a party material adverse tax consequence to this Agreement and the other Loan Documents Borrower, as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligationsreasonably determined by Agent.

Formation of Subsidiaries. Each Loan Party Borrowers will, at the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 10 days of such event formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) unless cause any such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary that is a new wholly-owned Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsagreements (including mortgages with respect to any Real Property owned in fee of such new wholly-owned Domestic Subsidiary with a fair market value greater than $1,000,000), as well as authorizations to file all appropriate 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 assets of such newly formed or acquired Subsidiary constituting Collateralwholly-owned Domestic Subsidiary), (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in each new Subsidiary in form and substance reasonably satisfactory to Agent; provided that only 65% of the total outstanding voting Equity Interests of any first tier Foreign Subsidiary of any Loan Party (band 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 Subsidiary), and (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, which Agent shall reasonably request is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party Borrower forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) Borrower shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate 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 assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either the foregoing: (i) provide EBITDA of any entity that becomes a guaranty of the Obligations or become a party Borrower pursuant to this Agreement Section 5.16 shall not be included in the calculation of TTM EBITDA for purposes of Section 2.4(c)(i) until the Required Lenders have approved such inclusion in their Permitted Discretion and (ii) the other Loan Documents formation or acquisition of foreign subsidiaries shall not be permitted if joining any such foreign subsidiary as a Borrower results in: (1) any Lender being required to qualify to do business, register with any foreign governmental authority or Guarantor otherwise seek permission or approval from any foreign governmental authority; (2) the violation of any foreign law or regulation by any Lender; or (ii3) grant a security interest in any of its assets as collateral for the payment increased costs to such Lender and performance of the Obligationssuch costs are not Lender Group Expenses.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Credit Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan such Credit Party that previously was an Immaterial Subsidiary becomes a Material Subsidiaryshall, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) may request (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder hereto, to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary having a value of $250,000 or more) and joinders to such other Loan Documents as Agent may request, as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent in its Permitted Discretion (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 constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers and/or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent in its Permitted Discretion, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, Agent in its opinionPermitted Discretion, which Agent shall reasonably request in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued by a Credit Party pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary the foregoing, if (x) a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation, then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote and 100% of all other classes of Stock of such Subsidiary; provided, that immediately upon any amendment of the IRC that would allow the pledge of a greater percentage of the voting power of capital Stock in such Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward or (y) at the time of acquisition of any Loan Documentsuch direct or indirect Subsidiary, no Excluded Foreign the Credit Party acquiring such Subsidiary delivers to Agent a certificate, duly executed by the chief financial officer of such Credit Party indicating that such Subsidiary is to be merged into a Credit Party, then, unless such merger has not occurred within 30 days after the date of acquisition of such Subsidiary (or, if such acquisition constituted a Permitted Non-Cash Acquisition, 60 days after the date of such acquisition), such Subsidiary shall not be required to either (i) provide execute any joinder or other such documentation as otherwise required by this Section 5.16; provided, however, with respect to any such Subsidiary to be merged into a guaranty Credit Party, all certificates evidencing the Stock of such Subsidiary, if any, shall be delivered to Agent along with all related documentation required under this Section 5.16 within 5 Business Days of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any acquisition of its assets as collateral for the payment and performance of the Obligationssuch Subsidiary.

Formation of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary that is not designated as an Immaterial Subsidiarity after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material ceases to be an Immaterial Subsidiary, within 30 ten (10) days of such event (or such later date as permitted by Administrative Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Administrative Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Administrative Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a GuarantorAgreement, and (ii) to provide to Administrative Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral) and Subsidiary); (b) provide, or cause the applicable Loan Party to provide, to Administrative Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Administrative Agent; and (c) provide to Administrative Agent all other documentation, including the Governing Organization Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent, which, in its opinion, which Agent shall reasonably request is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party willTo the extent permitted under this Agreement, if at the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within ten (10) Business Days following formation or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiaryacquisition, within 30 days of such event (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement or (B) to provide to Agent a joinder to the Guaranty and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreementsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary when required to satisfy the requirements of Section 5.16), as well as appropriate 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 assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (bc) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, which Agent shall reasonably request opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage, subject to any limitation expressly set forth in Section 5.22); provided however, that the foregoing obligations shall not apply to any Subsidiary prior to such time as it owns assets with more than a de minimus value. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.

Formation of Subsidiaries. Each Loan Party will, at At the time that any Loan Party forms any direct or indirect Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, concurrent with such formation or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such event acquisition (or such later date as permitted by the Agent in its sole discretion) ), the Loan Parties shall (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) (A) if such Subsidiary is a Domestic Subsidiary to execute and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide deliver to Agent a Joinder to this Agreement or (B) to provide to Agent and the Lenders a joinder to the Subsidiary Guaranty in the form contemplated thereby, (b) cause such new Subsidiary to execute and Security Agreement (or other guaranty agreement acceptable to Agent), joining such Subsidiary as a Guarantor, and (ii) to provide deliver to Agent and the Lenders a joinder to the Guaranty and Security Agreement, Agreement in each casethe form contemplated thereby, together with such other security agreementsdocuments, as well as appropriate financing statementsstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (c) provide, or cause the applicable Loan Party to provide, to Agent and the Lenders a pledge agreement in favor of Agent (or addendum to the 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 satisfactory to the Required Lenders, and (bd) provide to Agent and the Lenders all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinionAgent and the Lenders, which Agent shall reasonably request in their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.14, Section 5.15 or Section 5.16 shall constitute a Loan Document. Notwithstanding anything contrary in any Loan Document, no Excluded Foreign Subsidiary shall be required to either (i) provide a guaranty of the Obligations or become a party to this Agreement and the other Loan Documents as a Borrower or Guarantor or (ii) grant a security interest in any of its assets as collateral for the payment and performance of the Obligations.