Common use of Formation of Subsidiaries Clause in Contracts

Formation of Subsidiaries. At the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower shall (a), if new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to such security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 shall be a Loan Document.

Formation of Subsidiaries. At Borrower will, at the time that Borrower any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower shall within 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and Security Agreement, together with such other security documents agreements (including the Security Agreement and Mortgages mortgages with respect to any Real Property owned in fee of such new SubsidiarySubsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Lender Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide 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, hypothecating pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance reasonably satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that Parent, any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Parent, such Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including updates to Schedules 4.5, 4.7(a), 4.7(b), 4.7(c), 4.8(b), 4.8(c), 4.15 and 4.17 and one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation and, except in the case of the Japanese Subsidiary, if Parent and Administrative Borrower can reasonably demonstrate to Agent that the granting of a Lien in the assets of such Subsidiary would result in an increase in tax liability of Parent and its Subsidiaries (with respect to an acquired Subsidiary, based on the amount of retained earnings at the time of such acquisition and the amount of projected retained earnings set forth in the projections delivered pursuant to clause (6) of the definition of Permitted Acquisitions in Schedule 1.1) in excess of $500,000 per fiscal year, 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; provided, that immediately upon the amendment of the IRC to allow for 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 5.18 5.16 shall be a Loan Document. Notwithstanding the foregoing, Agent and Lenders shall not be obligated to consent to any such formation or acquisition of a Subsidiary unless such formation or acquisition is otherwise expressly permitted hereunder.

Formation of Subsidiaries. At the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary other than an Immaterial Subsidiary or acquires any direct or indirect Subsidiary other than an Immaterial Subsidiary after the Closing Date, such Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement or the Guaranty and the Guarantor Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower forms of the formation of any direct or indirect Subsidiary of any Borrower or acquires the acquisition of any direct or indirect Subsidiary of any Borrower after the Closing DateAgreement Date to the extent permitted by this Agreement, such Borrower and its Subsidiaries, as appropriate, shall (a), if new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to such security documents (including the Security Agreement and Mortgages ) with respect to any Real Property new domestic Subsidiary of the Borrower, provide to the Administrative Agent a Subsidiary Guaranty, Subsidiary Security Agreement, and such new Subsidiary)other security documents or supplements to existing security documents, as well as together with appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary)Administrative Agent, (b) provide with respect to Agent each new Subsidiary of any Borrower, a pledge agreement agreement, together with original stock certificates or other instruments and appropriate certificates transfer powers and powers or UCC-1 financing statements, hypothecating all pledging such Borrower's and any Subsidiary of the such Borrower's direct or beneficial ownership interest in any such new Domestic Subsidiary, in form and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66substance reasonably satisfactory to the Administrative Agent (and with respect to foreign Subsidiaries limited to 65% of the direct capital stock or beneficial other ownership interest in any such new Foreign foreign Subsidiary, in each case in form and substance satisfactory to Agent), and (c) with respect to each new Subsidiary of any Borrower, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, the Administrative Agent which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any such document, agreement, agreement or instrument executed or issued pursuant to this Section 5.18 5.21 shall be a "Loan Document" for purposes of this Agreement.

Formation of Subsidiaries. At the time that Borrower any Credit Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower such Credit Party shall (a), if ) unless such new Subsidiary is a Domestic Subsidiaryeither (i) shall have no assets and conduct no business or (ii) will be acquiring and/or originating receivables or acquiring goods to hold for lease and will be incurring Indebtedness for such purposes, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and Lender a joinder to this Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary)documents, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance satisfactory to Agent the Lender (including being sufficient to grant the Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent the Lender a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agentthe Lender, and (c) provide to Agent the Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to Agentthe Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.12 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower forms of the formation of any direct or indirect Subsidiary of any Borrower or acquires the acquisition of any direct or indirect Subsidiary of any Borrower after the Closing DateAgreement Date to the extent permitted by this Agreement, such Borrower and its Subsidiaries, as appropriate, shall (a), if new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to such security documents (including the Security Agreement and Mortgages ) with respect to any Real Property new domestic Subsidiary of the Borrower, provide to the Administrative Agent a Subsidiary Guaranty, Subsidiary Security Agreement, and such new Subsidiary)other security documents or supplements to existing security documents, as well as together with appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary)Administrative Agent, (b) provide with respect to Agent each new Subsidiary of any Borrower, a pledge agreement agreement, together with original stock certificates or other instruments and appropriate certificates transfer powers and powers or UCC-1 financing statements, hypothecating all pledging such Borrower's and any Subsidiary of the such Borrower's direct or beneficial ownership interest in any such new Domestic Subsidiary, in form and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66substance reasonably satisfactory to the Administrative Agent (and with respect to foreign Subsidiaries limited to 65% of the direct Capital Stock or beneficial other ownership interest in any such new Foreign foreign Subsidiary, in each case in form and substance satisfactory to Agent), and (c) with respect to each new Subsidiary of any Borrower, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, the Administrative Agent which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any such document, agreement, agreement or instrument executed or issued pursuant to this Section 5.18 5.21 shall be a "Loan Document" for purposes of this Agreement.

Formation of Subsidiaries. At the time that Borrower any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower such Loan Party shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender Agent a first priority Lien (subject to Permitted Priority 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 SECTION 5.16 shall be a Loan Document.

Formation of Subsidiaries. At Not to form or acquire any Subsidiary without the prior written consent of the Lender, and at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate with the prior written consent of the Lender, Borrower shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and Lender a joinder to this Agreement, together with such other security documents (including the Security Agreement and Mortgages mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form and substance satisfactory to Agent Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) 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 any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to AgentLender, and (c) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, if requested by Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower shall (a), if such new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement, together with such other security documents (including the Security Agreement and including, if requested by Agent, Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower forms of the formation of any direct or indirect Domestic Subsidiary of any Borrower after the Restatement Date or acquires the acquisition of any direct or indirect Domestic Subsidiary of any Borrower after the Closing Restatement Date, Borrower the Borrowers, as appropriate, shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty the Administrative Agent, for the benefit of the Obligations and Lenders, a joinder and supplement to this Agreement substantially in the form of Exhibit E (each, a “Joinder to Credit Agreement”), pursuant to which such security documents (including Subsidiary shall agree to join as a Borrower under this Agreement, a supplement to the Security Agreement Agreement, and Mortgages such other security documents, together with respect to any Real Property of such new Subsidiary), as well as appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Lender 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 financing statementsthe Administrative Agent, hypothecating all for the benefit of the direct or beneficial ownership interest in any such new Domestic SubsidiaryLenders, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation or acquisition and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 5.17 shall authorize any Borrower or any Subsidiary of title insurance a Borrower to form or other documentation with respect acquire any Subsidiary absent express authorization to all property subject so form or acquire such Subsidiary pursuant to a Mortgage)Article 7. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.18 5.17 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement or the Guaranty and the Guarantor Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 any such new Domestic Subsidiary, and if Subsidiary (unless such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66CFC in which case the pledge of such ownership interest will be limited to 65% of the direct or beneficial ownership interest in any such new Foreign SubsidiaryStock of the CFC), in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower or any Subsidiary of a Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower or such existing Subsidiary shall (a), ) if such new Subsidiary is a Domestic Material Subsidiary, cause such new Subsidiary to provide to Agent a guaranty joinder to this Agreement or executed originals of the Obligations Guaranty and a joinder to such security documents (including the Guarantor Security Agreement and Mortgages or joinders thereto, as appropriate, together with respect to any Real Property of such new Subsidiary)other security documents, as well as appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower or Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower or Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Guarantor Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance reasonably satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower such Loan Party shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.16 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower any Company forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (including without limitation in connection with a Permitted Acquisition) after the Closing Date, Borrower such Company shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement or a guaranty or security agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1, PPSA or other financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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, PPSA or other financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, (c) provide to Agent an amendment to Schedules 5.8(b) and (c), in form and substance satisfactory to Agent and (d) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document. Nothing contained in this Section 6.15 shall constitute a consent by the Lender Group to the formation or acquisition of a Subsidiary by a Company.

Formation of Subsidiaries. At the time that Parent, any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Parent, such Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including updates to Schedules 3.6(b), 4.3, 4.4(a), 4.4(b), 4.4(c), 4.5(b), 4.5(c) and 4.14 and one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation and, except in the case of the Japanese Subsidiary, if Parent and Administrative Borrower can reasonably demonstrate to Agent that the granting of a Lien in the assets of such Subsidiary would result in an increase in tax liability of Parent and its Subsidiaries (with respect to an acquired Subsidiary, based on the amount of retained earnings at the time of such acquisition and the amount of projected retained earnings set forth in the projections delivered pursuant to clause (6) of the definition of Permitted Acquisitions in Schedule 1.1) in excess of $500,000 per fiscal year, 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; provided, that immediately upon the amendment of the IRC to allow for 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 5.18 5.16 shall be a Loan Document. Notwithstanding the foregoing, Agent and Lenders shall not be obligated to consent to any such formation or acquisition of a Subsidiary unless such formation or acquisition is otherwise expressly permitted hereunder.

Formation of Subsidiaries. At To the extent expressly permitted under this Agreement, if at the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, prior to formation or acquisition, such Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement or to the Guaranty (as the Agent shall determine) and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender Agent a first priority Lien (subject to Permitted LiensLiens and in the case of the Oil and Gas Properties subject to the Limited Priority Exception for 20% of TRV) 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage, subject to any limitation expressly set forth in Section 5.21). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and Lender a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) 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 any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to AgentLender, and (c) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.17 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower shall (a), if such new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender a first priority Lien (subject to Specified 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower such Loan Party shall (a), if new Subsidiary is a Domestic Subsidiary, ) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages mortgages with respect to any Real Property owned in fee of such new SubsidiarySubsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Lender 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 Subsidiary of Parent that is a CFC or CFC Holding Company, and (b) provide to within 30 days of such formation or acquisition (or such later date as permitted by Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (cits sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower either (x) any Loan Party forms any direct or indirect Subsidiary organized under the laws of the United States or any state thereof or acquires any direct or indirect Subsidiary organized under the laws of the United States or any state thereof after the Closing DateDate or (y) designates an Inactive Subsidiary to be an active Subsidiary (each a "New Subsidiary"), Borrower such Loan Party shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new New Subsidiary to provide to Agent a guaranty of the Obligations subsidiary guaranty, subsidiary security agreement, and a joinder to such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new New Subsidiary), as well as together with appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary)Agent, (b) provide to Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, hypothecating pledging all (or in the case of a New Subsidiary organized outside of the United States, 65%) of the direct or beneficial ownership interest in any such new Domestic New Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.18 6.18 shall be a "Loan Document" for purposes of this Agreement.

Formation of Subsidiaries. At the time that any Borrower or any Guarantor forms any direct or indirect domestic Subsidiary or acquires any direct or indirect domestic Subsidiary after the Closing Date, such Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary) at Agent's request, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement or the Guaranty and the Guarantor Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any owned Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent in its Permitted Discretion (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to AgentAgent in its Permitted Discretion, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentAgent in its Permitted Discretion, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower shall (a), ) if such new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to the Collateral Agent a guaranty of the Obligations and a joinder to this Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to the Collateral Agent (including being sufficient to grant Lender the Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to the Collateral Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Borrower or a Domestic Subsidiary, 66% sixty-five percent (65%) of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, the Agents and (c) provide to the Collateral Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Collateral Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.19 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and Lender a joinder to the Guaranty and the Guarantor Security Agreement, together with such other security documents (including the Security Agreement and Mortgages mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form and substance satisfactory to Agent Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired 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 in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to AgentLender, and (c) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 6.15 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower forms any direct or indirect Significant Subsidiary or acquires any direct or indirect Significant Subsidiary after the Closing Date, such Borrower shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Significant Subsidiary to provide to Agent Lender a guaranty of the Obligations joinder to this Agreement and a joinder to the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Significant Subsidiary), (b) provide to Agent Lender a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all all, or in the case of a Foreign Subsidiary (that would constitute a Significant Subsidiary if such Foreign Subsidiary were a domestic Subsidiary), 66-2/3%, of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Significant Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new first-tier Foreign Subsidiary, in each case in form and substance satisfactory to AgentLender, and (c) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.16 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary, forms any direct Subsidiary, acquires any direct or indirect Domestic Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall (a), ) if new such Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to Agent a guaranty of Guaranty or joinder to the Obligations Guaranty, the Intercompany Subordination Agreement or a joinder thereto and a joinder to such security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary)Agreement, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance satisfactory to Agent (including being sufficient to grant Lender Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary that satisfy the definition of Collateral in the Security Agreement), (b) if such Subsidiary is not a joint venture, provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent; provided, however, with respect to any such Subsidiary that is a CFC, such stock pledge shall be limited to 65% of the voting Stock of such CFC, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.16 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date (other than a Subsidiary which qualified as an Inactive Subsidiary) or any Inactive Subsidiary of a Loan Party ceases to be an Inactive Subsidiary after the Closing Date, Borrower such Loan Party shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary (other than an Excluded Foreign Subsidiary or a Canadian Subsidiary) to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Lender 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 financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case 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 Obligations shall not be for more than 65% of such voting ownership interest in such new Subsidiary, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 5.16 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower shall (a), if such new Subsidiary is a Domestic Subsidiary, cause such new Subsidiary to provide to Agent a guaranty of the Obligations and DIP Lenders a joinder to this DIP Loan Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary)documents, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance satisfactory to Agent the Required DIP Lenders (including being sufficient to grant Lender DIP Lenders a first priority Lien (subject only to Permitted Liens(x) such valid and enforceable liens of record as of the date of the commencement of the Chapter 11 Cases as are listed on Schedule P-2, (y) the liens and replacement liens granted to the Pre-Petition Senior Lenders and (z) the Carve-Out) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent the DIP Lenders a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 6665% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agentthe Required DIP Lenders, and (c) provide to Agent the DIP Lenders all other documentation, including one or more opinions of counsel reasonably satisfactory to Agentthe Required DIP Lenders, which in its their opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower such Loan Party shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to the Guaranty and the Security Agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Priority Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) 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 any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to AgentLender, and (c) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 SECTION 5.16 shall be a Loan Document.

Formation of Subsidiaries. At the time that Borrower any Company forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (including without limitation in connection with a Permitted Acquisition) after the Closing Date, Borrower such Company shall (a), if new Subsidiary is a Domestic Subsidiary, ) cause such new Subsidiary to provide to Agent a guaranty of the Obligations and a joinder to this Agreement or a guaranty or security -77- agreement, together with such other security documents (including the Security Agreement and Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1, PPSA or other financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (including being sufficient to grant Lender 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, PPSA or other financing statements, hypothecating all of the direct or beneficial ownership interest in any such new Domestic Subsidiary, and if such new Foreign Subsidiary is owned by a Domestic Subsidiary, 66% of the direct or beneficial ownership interest in any such new Foreign Subsidiary, in each case in form and substance satisfactory to Agent, (c) provide to Agent an amendment to SCHEDULES 5.8(B) and (cC), in form and substance satisfactory to Agent and (d) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.18 SECTION 6.15 shall be a Loan Document.. Nothing contained in this SECTION 6.15 shall constitute a consent by the Lender Group to the formation or acquisition of a Subsidiary by a Company. 6.16. [INTENTIONALLY OMITTED]