Common use of Formation of Subsidiaries Clause in Contracts

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 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 such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets assets, subject to the Intercreditor Agreement, of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and 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 insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 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 Administrative Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to 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); providedprovided that the Guaranty, thatthe Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Administrative Agent with respect to any such Subsidiary 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 (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such 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) Subsidiary shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)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 one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that Parent, any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Parent, such Loan Party Borrower or such Guarantor shall (a) 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including 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 Real Property owned in fee and 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 5.11 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 Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 10 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); providedprovided that the Guaranty, thatthe Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Parent that is a Foreign SubsidiaryCFC, (b) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of any Loan Party that is a Foreign Subsidiary (CFC and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary) CFC shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), pledged; and (c) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the any time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct Subsidiary (other than a subsidiary organized or indirect Subsidiary incorporated under the laws of a jurisdiction other than the United States of America, a state thereof, the District of Columbia, a Province of Canada or Canada) after the Closing Date, such Loan Party shall (a) 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement or the Canadian Security Agreement, as the case may be, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, the Guaranty, the Security Agreement, the Canadian Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Parent that is a Foreign SubsidiaryCFC (other than a CFC organized or incorporated under the laws of Canada or a province thereof) or if the costs to the Loan Parties of providing such Guaranty, executing any security documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 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 or the Canadian Security Agreement, as the case may be) and 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, (i) only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of any Loan Party that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC organized or incorporated under the laws of a jurisdiction outside the United States or Canada) 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 (ii) no other pledge shall be required if the costs to the Loan Parties of providing such other pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits of Agent and Lenders of the security afforded thereby, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel documentation reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above requested by Agent (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document; provided, agreementfurther, or instrument executed or issued pursuant that, notwithstanding anything to the contrary in this Section 5.11 5.11, (i) no Canadian Loan Party shall be a liable for any US Obligations, (ii) no security interest granted by any Canadian Loan DocumentParty under any of the Loan Documents shall secure any US Obligations, (iii) no amounts payable on account of the Canadian Obligations shall be payable to Agent’s Account, and (iv) no US Obligations shall be charged to the Canadian Loan Account.

Formation of Subsidiaries. At Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Unrestricted Subsidiary) or acquires any direct or indirect Subsidiary (other than an Unrestricted Subsidiary) after the Closing Date, such Loan Party shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages Mortgages and other Real Property Documents with respect to any Real Property owned in fee or long term ground lease of such new Subsidiary with a fair market value of at least greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being which Agent deems to be reasonably 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, thatthat the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such Subsidiary of any Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Borrower that is a Foreign Subsidiary (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that 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, such Loan Party shall (a) 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 (other than an Excluded Foreign Subsidiary or a Canadian Subsidiary) to provide to Agent a joinder agreement with respect to this Agreement and the Guaranty Security Agreement (oror the applicable U.K. Security Documents, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreementapplicable), together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and equivalent instruments in the United Kingdom) (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to that any such guaranty or security provided by a Subsidiary that is a Foreign Subsidiaryincorporated outside the United States shall support only the U.K. Obligations, (b) within 30 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 appropriate certificates and powers or financing statementsstatements (and equivalent instruments in the United Kingdom), pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Agent; , provided, thatthat in the case of a first tier foreign Subsidiary, only such pledge made to support the U.S. Obligations shall not be for more than 65% of the total outstanding such voting Stock of any ownership interest in such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign new Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document.

Formation of Subsidiaries. At Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall within (a) within 30 days of days, other than with respect to title insurance or other documentation with respect to Real Property, or (b) 90 days, with respect to title insurance and other documentation with respect to Real Property, after such formation or acquisition (or such later date as permitted by Agent in its sole discretion), (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,0003,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject 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); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 days 20 Business 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 or joinder agreement with respect to the Guaranty thereto (or, if Agent agrees 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 allow this Agreement resulting in such Subsidiary to become becoming a Borrower hereunder, with respect under this Agreement and the other Loan Documents subject to this Agreementthe completion of legal and business due diligence and execution of related documents reasonably satisfactory to Agent) and with respect a joinder to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary with a fair market value of at least $1,000,000to the extent required by the Loan Documents), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, provided that no Guaranty or any such joinder agreements and or other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of a Loan Party that is a Foreign SubsidiaryCFC, (b) within 30 days 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 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, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of any Loan Party that is a Foreign Subsidiary CFC (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged (which pledge, if reasonably requested it being understood that such pledge shall not be required to be documented by Agent, shall be a non-United States law governed by the laws of the jurisdiction of such Subsidiary)pledge agreement, and (c) within 30 days 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At Subject to the Intercreditor Agreement, each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall within fifteen (a15) within 30 days Business Days (or, with respect to any real property documents or actions, sixty (60) days) of such formation or acquisition (or such later date as permitted by Agent Co-Collateral Agents in its their sole discretion) (a) cause any such new Subsidiary to provide to Agent Co-Collateral Agents a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000greater than S5,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Co-Collateral Agents (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent Co-Collateral Agents with respect to any such Subsidiary of Parent or any Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to Agent provide, to Co-Collateral Agents a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentCo-Collateral Agents; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentCo-Collateral Agents, which which, in its opinion their opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Each of Parent and Borrower will, unless otherwise agreed by Agent in its sole discretion, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall within ten (a10) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent, as may be agreed to by Agent and Borrower (i) a joinder agreement with respect to the Guaranty and Security Agreement (or, if Agent agrees to allow such Subsidiary to become as a Borrower hereunder, with respect guarantor of the Obligations) or (ii) a joinder to this Agreement) Agreement and with respect to the Guaranty and Security AgreementAgreement (as a borrower), together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat the joinder to this Agreement and the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such Subsidiary of Parent that is a Foreign SubsidiaryCFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or security agreements are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of Parent that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 ten (10) 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat (i) with respect to the Obligations of any Loan Party organized under the laws of the United States, the Guaranty, the Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of a Loan Party that is a Foreign Subsidiarycontrolled foreign corporation (or with respect to any new domestic Subsidiary that does not have assets with a value in excess of $1,000,000 or operations other than the Stock of a controlled foreign corporation) if providing such documents would result in material adverse tax consequences, (b) within 30 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) ), provide to Agent a pledge agreement (or an addendum to the 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 Agent; provided, that, only sixty-five percent (65% %) of the total outstanding voting Stock of any such Subsidiary of any Borrower that is a Foreign Subsidiary controlled foreign corporation (and none of the Stock of any Subsidiary of such Foreign Subsidiarycontrolled foreign corporation) shall be required to be pledged to secure the Obligations of any Loan Party organized under the laws of the United States if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents, the MSD Term Loan Documents, 2017 Notes Documents or the documents evidencing any Refinancing Indebtedness with respect to any of the foregoing and (ii) within 30 days 20 Business Days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty substantially in the form of Exhibit A to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this “Guarantor Joinder Agreement”) and with respect a joinder to the Security AgreementAgreement substantially in the form of Annex 1 to the Security Agreement (a “Security Agreement Joinder”), together with such other security documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary with a fair market value of at least $1,000,000to the extent required by the Loan Documents), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to the Intercreditor Agreements and to Permitted Collateral Liens and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); providedprovided that notwithstanding anything to the contrary herein or in the other Loan Documents, that, no Guaranty or any such joinder agreements and or other security documents shall not be required to be provided to Agent with respect to any Excluded Subsidiary unless any of such Subsidiary that is a Foreign Subsidiarydelivered under the ABL Loan Documents, the MSD Term Loan Documents, the 2017 Note Documents or any Refinancing Indebtedness with respect to any of the foregoing, (b) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents, the MSD Term Loan Documents, the 2017 Notes Documents or documents evidencing Refinancing Indebtedness with respect to the foregoing and (ii) within 30 days 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 and, subject to the terms of the Intercreditor Agreements, appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agentthe Required Lenders; provided, that, provided that only 65% of the total outstanding voting Stock Capital Interests and 100% of the total outstanding non-voting Capital Interests of any such Section 956 Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested it being understood that such pledge shall not be required to be documented by Agent, shall be a non-United States law governed by the laws of the jurisdiction of such Subsidiary)pledge agreement, and (c) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents, the MSD Term Loan Documents, the 2017 Notes Documents or documents evidencing Refinancing Indebtedness with respect to the foregoing and (ii) within 30 days 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionthe Required Lenders) provide to Agent all other documentation, including to the extent the Required Lenders shall so request, one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agentthe Required Lenders, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateBorrower will, such Loan Party shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) after formation or acquisition by any Loan Party of any direct or indirect Subsidiary after the Closing Date, (a) cause any such new Subsidiary that is a Domestic Subsidiary (other than any Immaterial Subsidiary until such time that such Subsidiary is no longer an Immaterial Subsidiary) to provide to Agent a joinder agreement with respect to guaranty of the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security AgreementObligations, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiaryDomestic Subsidiary to secure its guaranty of the Obligations); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to 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 in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of Borrower that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount could reasonably be expected to result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary Subsidiary, or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary held by any Loan Party in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) 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) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and 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 insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party Borrower shall (a) within 30 days 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretioni) cause any such new Subsidiary to provide to Agent a general continuing guaranty in form and substance reasonably satisfactory to it and a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), and (ii) provide, and cause any such new Subsidiary to provide, an intercompany subordination agreement (or a joinder thereto, as applicable), in form and substance reasonably satisfactory to Agent; providedprovided that the general continuing guaranty, thatthe Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Borrower that is a Foreign SubsidiaryCFC if providing such documents would result in adverse tax consequences or the costs to Borrower of providing such general continuing guaranty, executing any security documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days 10 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 appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of Borrower that is a Foreign Subsidiary (CFC and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary) CFC shall be required to be pledged if hypothecating a greater amount would result in adverse tax consequences or the costs to Borrower of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with the Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. 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, such Loan Party Borrower shall (a) 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 Administrative Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become guaranty and a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreementguarantor security agreement, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document. Notwithstanding the foregoing provision, Lenders shall not be obligated to consent to any such formation or acquisition of a subsidiary unless such formation or acquisition is not prohibited hereunder.

Formation of Subsidiaries. At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate and such Subsidiary is a Restricted Subsidiary, such Loan Party Borrower or such Guarantor shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Restricted Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) Agreement or the Guaranty, as applicable, and with respect to the Security Agreement, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Restricted Subsidiary, subject to Section 5.17), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Restricted Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Restricted Subsidiary, in form and substance reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a Mortgage). Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation, then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall 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 Within forty-five (45) days (or such longer period as the time that any Loan Party forms Administrative Agent shall permit in writing in its sole discretion) after (x) the formation of any direct or indirect Subsidiary or acquires of any Borrower (other than an Excluded Subsidiary) after the Agreement Date, (y) the acquisition of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Closing DateAgreement Date or (z) a Subsidiary (other than an Excluded Subsidiary) no longer constituting a Dormant Subsidiary, such Loan Party in each case, the Borrower Parties, as appropriate, shall (a) within 30 days of cause such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Domestic Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a joinder agreement with respect and supplement to this Agreement substantially in the form of Exhibit J (each, a “Guaranty (orSupplement”), if Agent agrees pursuant to allow which such Domestic Subsidiary shall agree to become join as a Guarantor of the Obligations under Article 3 and as a Borrower hereunder, with respect to Party under this Agreement) and with respect , a supplement to the Security Agreement, together with and such other security documents (including mortgages documents, together with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign SubsidiaryAdministrative Agent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group, a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in 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, thathowever, only 65% of the total outstanding voting Stock of with respect to any such Subsidiary that is a Foreign Subsidiary (including any CFC Holdco), such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and none held by a Borrower Party, and with respect to any such Foreign Subsidiary, and any such pledge may, at the option of the Stock Borrower Parties, be limited to sixty-five percent (65%) of any Subsidiary the Equity Interests of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.18 shall authorize any Borrower Party or any Subsidiary of title insurance a Borrower Party to form or other documentation with respect acquire any Subsidiary to all Real Property owned in fee and subject the extent the formation or acquisition of such Subsidiary is prohibited pursuant to a Mortgage)Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.18 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary Within 30 days after the Closing Date, such Loan Party shall (a) 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 joinder agreement with respect to the Guaranty (extent not delivered in connection with a Permitted Acquisition) of any Subsidiary or, if Agent agrees to allow such Subsidiary to become a Borrower hereunderearlier, within 10 Business Days after any request by the Administrative Agent, with respect to this Agreementany Subsidiary, (a) and with respect to (i) the Security Agreement, together with such voting securities (or other security documents (including mortgages with respect to any Real Property owned in fee ownership interests) of such new Subsidiary 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any each such Subsidiary that is a Domestic Subsidiary (other than the securities or interests of a Domestic Subsidiary owned by a Foreign Subsidiary or Domestic Holdco Subsidiary) shall be pledged to the Administrative Agent for the benefit of the Lenders, (bii) within 30 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 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 securities (or other voting ownership interests) of any each such Subsidiary that is a Foreign Subsidiary (and none or a Domestic Holdco Subsidiary) to the extent directly owned by the Borrower or a Material Domestic Subsidiary shall be pledged to the Administrative Agent for the benefit of the Stock of any Lenders, and (iii) each such Material Domestic Subsidiary of such (other than a Domestic Holdco Subsidiary or a Domestic Subsidiary owned by a Foreign Subsidiary) shall become obligated to repay the Loans and other amounts payable under the Loan Documents and shall grant the Administrative Agent for the benefit of the Lenders a security interest in its Property (subject only to Liens permitted under Section 6.22); and (b) the Borrower and the applicable Subsidiary shall, at the Borrower’s cost and expense, execute and deliver to the Administrative Agent such documents and instruments as the Administrative Agent or any Initial Lender reasonably deems necessary to effect the matters specified in subclause (a) as specified in such request (which documents may include documents and opinions prepared by applicable foreign counsel in the case of any such matters with respect to any Subsidiaries that are Foreign Subsidiaries to the extent the Administrative Agent reasonably requests). Notwithstanding the foregoing, the Borrower shall not be required to be pledged furnish any such pledges, guaranties, security interests or related documents or instruments with respect to a Foreign Subsidiary to the extent that such actions would (which pledge, if reasonably requested by Agent, shall be governed by x) violate the laws of the jurisdiction of such Subsidiary), and (c) within 30 days formation of such formation Foreign Subsidiary or acquisition (y) create or such later date as permitted by Agent result in its 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 Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan DocumentDeemed Dividend Problem.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall (a) that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause 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 agreement with respect to the Guaranty and Security Agreement (oror other guaranty agreement acceptable to Agent), if Agent agrees to allow joining such Subsidiary as a Guarantor, and (ii) to become provide to Agent a Borrower hereunder, with respect to this Agreement) and with respect joinder to the Guaranty and Security Agreement, in each case, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements Subsidiary constituting Collateral) and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 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 such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion is appropriate opinion, which Agent shall reasonably request with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be 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. (a) At the time that (i) any Loan Party forms any direct or indirect Restricted Subsidiary or that, after giving effect to such formation, would constitute a Material Subsidiary (calculated as if it had been formed on the first day of the most recent trailing 12-month period), (ii) any Loan Party acquires any direct or indirect Restricted Subsidiary after the Closing DateDate that, after giving effect to such acquisition, would constitute a Material Subsidiary (calculated as if it had been formed on the first day of the most recent trailing 12-month period), (iii) any Restricted Subsidiary of a Loan Party existing on the Closing Date that is not a Guarantor (other than Manugistics, which is addressed in clause (b) below) becomes a Material Subsidiary, or (iv) any Unrestricted Subsidiary becomes a Restricted Subsidiary, such Loan Party shall (aA) within 30 days of such formation or acquisition or within 30 days of the date that such Restricted Subsidiary becomes a Material Subsidiary or such Unrestricted Subsidiary becomes a Restricted Subsidiary (in each case, or such later date as permitted by Agent in its sole discretion) ), the Loan Parties shall cause any such new Restricted Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value Fair Market Value of at least $1,000,0005,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Restricted Subsidiary); providedprovided that the Guaranty, thatthe Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Restricted Subsidiary of Borrower that is a Foreign SubsidiaryCFC if providing such documents would result in adverse tax consequences to Borrower and its Restricted Subsidiaries or would result in costs to Borrower and its Restricted Subsidiaries that are disproportionately large in relation to the benefit to Lenders, as determined by Agent in its reasonable discretion, (bB) within 30 days of such formation or acquisition or within 30 days of the date that such Restricted Subsidiary becomes a Material Subsidiary or such Unrestricted Subsidiary becomes a Restricted Subsidiary (in each case, or such later date as permitted by Agent in its sole discretion) ), the applicable Loan Party shall provide to 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 Restricted Subsidiary reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Voting Stock of any such first tier Restricted Subsidiary of any Loan Party that is a Foreign Subsidiary CFC (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences to Borrower and its Restricted Subsidiaries or would result in costs to Borrower and its Restricted Subsidiaries that are disproportionately large in relation to the benefit to Lenders, as determined by Agent in its reasonable discretion (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Restricted Subsidiary), and (cC) within 30 days of such formation or acquisition or within 30 days of the date that such Restricted Subsidiary becomes a Material Subsidiary or such Unrestricted Subsidiary becomes a Restricted Subsidiary (in each case, or such later date as permitted by Agent in its sole discretion) ), the Loan Parties shall provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.11(a) shall be a Loan Document.

Formation of Subsidiaries. At Borrowers will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such Subsidiary that is a new Domestic Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Domestic Subsidiary with a fair market value of at least greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first second-priority Lien (subject only to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide 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 each new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such Subsidiary that is a first tier Foreign Subsidiary of any Loan Party (and none of the Stock Equity Interests of any Subsidiary of such any Foreign SubsidiarySubsidiary 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) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (other than Excluded Subsidiary) after the Closing DateDate or that any Excluded Subsidiary no longer satisfies the definition thereof, such Loan Party shall within twenty (a20) within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), agreements as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the terms of the Intercreditor Agreement and Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged Agent (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Within thirty (30) days of (x) the time that any Loan Party forms formation of any direct or indirect Restricted Subsidiary of any Borrower after the Agreement Date or acquires (y) the acquisition of any direct or indirect Restricted Subsidiary of any Borrower after the Closing Agreement Date, such Loan Party the Borrower Parties, as appropriate, shall (a) within 30 days of cause such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Restricted Subsidiary, if it is a Domestic Subsidiary to provide to Agent each Administrative Agent, for the benefit of the Lender Group, a joinder agreement with respect and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty (orSupplement”), if Agent agrees pursuant to allow which such Domestic Subsidiary shall agree to become join as a Guarantor of the Obligations under Article 3 and as a Borrower hereunder, with respect to Party under this Agreement) and with respect , a supplement to the Security Agreement, together with and such other security documents (including mortgages documents, together with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), 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 each 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); providedCollateral Agent, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiaryas applicable, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Collateral Agent, for the benefit of the Secured Parties, a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary Restricted Subsidiary, if it is a Foreign Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent; , provided, thathowever, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party, and such pledge shall be limited to sixty-five percent (65% %) of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary Equity Interests of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent each Administrative Agent, for the benefit of the Lender Group and the Collateral Agent, for the benefit of the Secured Parties, all other documentationdocumentation reasonably requested, including one or more opinions of counsel reasonably satisfactory to each Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.16 shall authorize any Borrower Party or any Subsidiary of title insurance a Borrower Party to form or other documentation with respect to all Real Property owned acquire any Subsidiary in fee and subject to a Mortgage)violation of Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.16 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall within fifteen (a15) within 30 days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement to the Guaranty and the Guarantor Security Agreement, (b) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Guaranty (orEquity Interests of such Subsidiary, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, thatthat the joinder to the Guaranty and the Guarantor Security Agreement and such other Security Documents, such joinder agreements and other security documents shall not be required to be provided to the Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (bc) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Security Agreement) Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to AgentSubsidiary; provided, that, that only sixty-five percent (65% %) of the total outstanding voting Stock Voting Interests of any such Subsidiary that is a first tier Foreign Subsidiary (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretiond) provide to the Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Agent, which which, in its opinion Permitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance 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 be a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or that constitutes a Material Subsidiary, acquires any direct or indirect Subsidiary after the Closing DateDate that constitutes a Material Subsidiary, such or at any time when any direct or indirect Subsidiary of a Loan Party shall (a) that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (i) to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and 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 insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Borrower will, at the time that Parent or any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case, such Loan Party shall other than a Subsidiary that is an Immaterial Subsidiary), or at any time that any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within 10 days (aor, with respect to SignalDemand, Inc., a Delaware corporation, 30 days) within 30 days of such formation or acquisition or the date such Subsidiary ceases to be an Immaterial Subsidiary (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to guaranty of the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security AgreementObligations, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary to secure its guaranty of the Obligations); provided, that, that such joinder agreements guaranty and other such security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Parent that is a Foreign SubsidiaryCFC if providing such agreements (x) would result in adverse tax consequences, (y) would be prohibited under applicable law or (z) the costs to the Loan Parties of providing such guaranty or security agreements are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation provide, or acquisition (cause the applicable Loan Party or such later date as permitted by Agent in its sole discretion) provide Parent to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement or Pledge Agreement to the extent the applicable Loan Party is a party thereto) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentAgent in order to secure the Obligations; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of Parent that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document. Notwithstanding any other provision of this Agreement, the parties hereto acknowledge that they have agreed to defer compliance with applicable requirements of German and English law with respect to the granting and perfection of security interests in the Equity Interests of PROS Germany and PROS Europe, and any representation or warranty set forth herein with respect to the creation or perfection of such security interests or compliance with German or English law with respect to such creation or perfection is so qualified; provided, that if at any time (a) the revenue of PROS Germany or PROS Europe for the most recently ended twelve month period is more than $20,000,000 or (b) the revenue of PROS Germany and PROS Europe for the most recently ended twelve month period (when aggregated with the revenue for all other Subsidiaries of Parent that are CFCs for such twelve month period) is more than 20% of the revenue of the Parent and its Subsidiaries on a consolidated basis for such twelve month period, Borrower shall be required to provide a pledge under applicable German and English law in form and substance reasonably satisfactory to Agent of 65% of the outstanding voting Equity Interests of PROS Germany and PROS Europe as set forth in this Section 5.11.

Formation of Subsidiaries. At Subject to the Intercreditor Agreement, each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall within fifteen (a15) within 30 days Business Days (or, with respect to any real property documents or actions, sixty (60) days) of such formation or acquisition (or such later date as permitted by Agent Co-Collateral Agents in its their sole discretion) (a) cause any such new Subsidiary to provide to Agent Co-Collateral Agents a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,00010,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Co-Collateral Agents (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent Co-Collateral Agents with respect to any such Subsidiary of Parent or any Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to Agent provide, to Co-Collateral Agents a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentCo-Collateral Agents; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentCo-Collateral Agents, which which, in its opinion their opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Within 30 days of either the time that any Loan Party forms formation of any direct or indirect Subsidiary of any Credit Party after the Agreement Date or acquires the acquisition of any direct or indirect Subsidiary of any Credit Party after the Closing Agreement Date, such Loan Party the Credit Parties, as appropriate, shall (a) within 30 days of if such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Subsidiary is a Domestic Subsidiary, cause any such new Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect and supplement to this Agreement substantially in the form of Exhibit I (each, a “Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Credit Party under this Agreement) and with respect , a supplement to the Security Agreement, together with and such other security documents (including mortgages documents, together with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign SubsidiaryAdministrative Agent, (b) within 30 days of cause the Credit Party or Credit Parties that own such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a pledge agreement (or an addendum supplement to the Security Pledge Agreement) and appropriate certificates and powers or financing statements, pledging all pursuant to which such Credit Parties shall pledge 100% of the direct Equity Interests of any such Domestic Subsidiary, or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock Equity Interests, and 100% of the nonvoting Equity Interests, of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required , together with all certificates evidencing such Equity Interests and appropriate instruments of transfer with respect thereto, all in form and substance reasonably satisfactory to be pledged (which pledge, if reasonably requested by the Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.20 shall authorize any Credit Party or any Subsidiary of title insurance a Credit Party to form or other documentation with respect acquire any Subsidiary absent express authorization to all Real Property owned in fee and subject so form or acquire such Subsidiary pursuant to a Mortgage)Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time that any Loan Credit Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or any Excluded Subsidiary becomes a non-Excluded Subsidiary, such Loan Credit Party shall (a) within 30 15 days of such formation or acquisition or change in status (or or, in the case of a Subsidiary that ceases to be an Excluded Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by the Administrative Agent in its sole discretion) ), cause any such new Subsidiary to provide to Administrative Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens, the Intercreditor Agreement and any other Acceptable Intercreditor Agreement) in and to the assets (other than Real Property) of such newly formed or acquired Subsidiary or such existing Subsidiary that becomes a non-Excluded Subsidiary); provided, that, provided that (i) such joinder agreements to the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent and Collateral Agent with respect to any Excluded Subsidiary, so long as such Subsidiary does not guarantee any of the Revolving Loan Indebtedness or Credit Agreement Refinancing Indebtedness and (ii) no Excluded Subsidiary shall be excluded from the foregoing requirements to the extent that such Subsidiary is, or is a Foreign Subsidiaryrequired to become, an obligor in respect of Revolving Loan Indebtedness, (b) within 30 15 days of such formation or acquisition or change in status (or or, in the case of a Subsidiary that ceases to be an Excluded Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent and 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 Administrative Agent and Collateral Agent; provided, that, provided that (i) only 65% of the total outstanding voting Stock Voting Equity Interests of any such Subsidiary that is a first-tier Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, pledge (1) if provided to the Revolving Administrative Agent and/or the lenders under Revolving Credit Agreement or (2) if reasonably requested by Agentthe Administrative Agent and Collateral Agent with respect to a Foreign Subsidiary that generates annual revenue in excess of 5.0% of the consolidated annual revenue of the Borrower and its Subsidiaries or owns assets the book value of which exceeds 5.0% of the consolidated book value of the total assets of the Borrower and its Subsidiaries, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (ii) this clause (b) shall not apply to the Stock of any Excluded Subsidiary, other than to the extent contemplated by the immediately preceding clause (i), and (c) within 30 15 days of such formation or acquisition or change in status (or or, in the case of a Subsidiary that ceases to be an Excluded Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by the Administrative Agent in its sole discretion) provide to the Administrative Agent and Collateral Agent all other documentation, including including, if requested by the Administrative Agent, one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above above. In addition, no Credit Party that is a limited liability company shall be permitted to divide itself into two or more limited liability companies (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject pursuant to a Mortgage“plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) other than to effectuate a Permitted Disposition without the prior written consent of the Administrative Agent, and in the event that any Credit Party that is a limited -91- liability company divides itself into two or more limited liability companies (with or without the prior consent of the Administrative Agent as required above), any limited liability companies formed as a result of such division shall be required to comply with the obligations set forth in this Section 9.11 (regardless of whether any such new companies are “Subsidiaries” or not, unless any such new company is not a Subsidiary as the result of a Permitted Disposition or such new company is an Excluded Subsidiary) and the other further assurances obligations set forth in the Credit Documents and, except in the case of an Excluded Subsidiary or a Person that is not a Subsidiary as the result of a Permitted Disposition, become a Guarantor under this Agreement and the other Credit Documents. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 9.11 shall be a Loan Credit Document. This Section 9.11 is subject in all respects to the provisions of the Intercreditor Agreement.

Formation of Subsidiaries. At the any time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) cause any such new Subsidiary to provide to Agent a Guaranty and a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the applicable Security AgreementDocuments, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000200,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, a Guaranty or a joinder to the applicable Security Documents, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect if the costs to the Loan Parties of providing such Guaranty, executing any such Subsidiary that is a Foreign SubsidiarySecurity Documents or perfecting the security interests created thereby are unreasonably excessive (as determined by the Required Lenders in consultation with Borrowers) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) provide to Agent a pledge agreement (or an addendum to the applicable Security AgreementDocument) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agentthe Required Lenders; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) no other pledge shall be required if the costs to be pledged the Loan Parties of providing such other pledge are unreasonably excessive (which pledge, if reasonably requested by Agent, shall be governed as determined by the laws Required Lenders in consultation with Borrowers) in relation to the benefits of Agent and Lenders of the jurisdiction of such Subsidiary)security afforded thereby, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) provide to Agent all other documentation, including one documentation reasonably requested by Agent or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above Required Lenders (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary Subsidiary, or acquires any direct or indirect Subsidiary after the Closing Date, within forty-five (45) days (or in the case of Mortgages and related items, sixty (60) days) following such Loan Party shall (a) within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) if such Subsidiary is (A) a Domestic Subsidiary that is not a CFC Holdco or a Subsidiary of a CFC or (B) a Designated Foreign Guarantor, to provide to Agent a joinder agreement with respect to the Guaranty (orand Security Agreement or the Canadian Guarantee and Security Agreement, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect Canadian Deed of Hypothec or a deed of accession to the Security AgreementUK Debenture (as applicable), in each case, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement and/or any Canadian Deed of Hypothec or Canadian Guarantee and Security Agreement, as applicable) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged Agent (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), ; and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument (other than any legal opinion) executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at any time after the time Closing Date that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date(or at any time an Excluded Subsidiary is no longer an Excluded Subsidiary or at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary), such Loan Party shall within ten (a10) within 30 days of such formation or acquisition Permitted Acquisition (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement or Canadian Guarantee and Security Agreement, as applicable, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary owned in fee with a fair market value of at least greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat notwithstanding the foregoing, such joinder agreements and other security documents new Subsidiary shall not be required to be provided provide such agreements if and to Agent the extent that such new Subsidiary is providing a guaranty or security agreements in connection with respect to any such Subsidiary that is a Foreign Subsidiaryother Indebtedness of any Loan Party, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement or Canadian Guarantee and Security Agreement, as applicable) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, thatfurther, only 65that notwithstanding the foregoing, a pledge of 100% of the total outstanding voting Stock Equity Interests of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required if and to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws extent that such a pledge is provided in connection with any other Indebtedness of the jurisdiction of such Subsidiary)any Loan Party, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or insurance, flood certification documentation and other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate and such Subsidiary is a Restricted Subsidiary, such Loan Party Borrower or such Guarantor shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Restricted Subsidiary to provide to Agent a joinder agreement with respect to this Agreement or the Guaranty Guaranty, as applicable (orit being understood and agreed that Agent shall determine, if Agent agrees to allow in its Permitted Discretion, whether such new Restricted Subsidiary to would become a Borrower hereunderor a Guarantor, with respect to this Agreement) based primarily on whether such new Restricted Subsidiary would be an operating company that would generate Borrowing Base), and with respect to the Security Agreement, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Restricted Subsidiary, subject to Section 5.17), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Restricted Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Restricted Subsidiary, in form and substance reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a Mortgage). Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation, then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall 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 Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 days of such formation or acquisition (90 days with respect to such formation or acquisition in connection with a Permitted Acquisition or in any event such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000500,000), (or its equivalent in any other currency), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); providedprovided that the Guaranty, thatthe Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent if such Subsidiary that is organized in any jurisdiction other than the United States of America (or a Foreign Subsidiarystate thereof) or the United Kingdom or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation or acquisition (90 days with respect to such formation or acquisition in connection with a Permitted Acquisition or in any event such later date as permitted by Agent in its sole discretion) Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. provide to 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 Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of Parent or other Loan Party that is a Foreign Subsidiary CFC (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (90 days with respect to such formation or acquisition in connection with a Permitted Acquisition or in any event such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage and supplements to the schedules to the Loan Documents supplementing the then existing schedules with information related to the formed or acquired subsidiary). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At 81 Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary that is not designated as an Immaterial Subsidiarity after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall that previously was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within ten (a10) within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretionBXC Representative) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary to provide to Administrative Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Collateral Agent and the BXC Representative (including being sufficient to grant Collateral Agent a first second priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary) (it being agreed and understood that all Borrowers (as defined in the ABL Credit Agreement) from time to time party to the ABL Credit Agreement (other than Parent) and all Guarantors (as defined in the ABL Credit Agreement) shall at all such times be party to the Guaranty and Security Agreement and “Guarantor” hereunder); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Collateral Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentCollateral Agent and the BXC Representative; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent all other documentation, including the Organization Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agentthe BXC Representative, which which, in its opinion BXC Representative’s opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Designated Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date (other than other than those certain Subsidiaries not yet formed or acquired and identified by Borrowers to Agent in connection with the Agent’s review of the transactions contemplated as of Seventeenth Amendment Effective Date), such Designated Loan Party shall (a) within 30 10 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 Agent, at Agent's election, a guaranty of the Obligations or a joinder agreement with respect to the Guaranty (or, if this Agreement and such other documentation as Agent agrees shall request to allow cause such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security AgreementBorrower, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, provided that such joinder agreements guaranty and other such security documents shall not be required to be provided to Agent with respect to any such Subsidiary of any Designated Loan Party that is a Foreign SubsidiaryCFC, a Subsidiary of a CFC or a FSHCO, (b) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the 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 AgentAgent to secure the Obligations; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of any Borrower that is a Foreign Subsidiary CFC or a FSHCO (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC or FSHCO) 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)pledged, and (c) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party Borrower or such Guarantor shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) with respect to any new Domestic Subsidiaries, cause any such new Domestic Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Domestic Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 appropriate certificates and powers or financing statements, pledging 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 reasonably that 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; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and 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 be a Loan Document. The provisions of this Section 5.16 shall not be deemed to be implied consent to any action otherwise prohibited by the terms and conditions of this Agreement.

Formation of Subsidiaries. At Each of Parent and each Borrower will, and will cause each of their Subsidiaries to, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 fifteen days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a joinder agreement with respect to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement (oror Canadian Security and Pledge Agreement in the case of a Canadian Loan Party), if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreementin each case, together with such other security documents agreements (including mortgages Intellectual Property Security Agreements and Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat the joinder to this Agreement, the joinder to the Guaranty and Security Agreement and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such CFC or any foreign Subsidiary that is of any CFC (other than a Foreign SubsidiaryCanadian Loan Party), (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement or Canadian Security and Pledge Agreement, as applicable) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, only 65% of that the total outstanding voting Stock Equity Interests of any such Subsidiary that is CFC (other than a Foreign Subsidiary (and none of the Stock of Canadian Loan Party) or any foreign Subsidiary of such Foreign Subsidiary) CFC shall not be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms Parent will, if (i) any direct or indirect Subsidiary of Parent is formed that is or acquires becomes a Significant Party, (ii) any direct or indirect Subsidiary after the Closing Dateof Parent is acquired that is or becomes a Significant Party, such Loan Party shall or (aiii) any existing Subsidiary becomes a Significant Party, within 30 days of such formation or acquisition or becoming a Significant Party (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent either (as requested by Agent) a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary this Agreement to become a Borrower hereunder, with respect to this Agreement) and with respect to or a guaranty of the Security AgreementObligations, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, that such joinder agreements or guaranty and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Parent that is a Foreign SubsidiaryCFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to 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 in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, that, that (1) only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of Parent that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge being unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c2) within 30 days such pledge shall not be required if providing such pledge would result in adverse tax consequences or the costs to the Loan Parties of providing such formation or acquisition pledge are unreasonably excessive (or such later date as permitted determined by Agent in its sole discretionconsultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which 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 insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document. Notwithstanding anything contained herein to the contrary, Bocas Fruit shall not be required to become a Loan Party.

Formation of Subsidiaries. At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, Borrower or such Loan Party Guarantor shall (a) 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 joinder agreement with respect to the Guaranty (orGuaranty, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Guarantor Security Agreement, and Intercompany Subordination Agreement (or joinder thereto), together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary other than any Excluded Property); providedprovided that the Guaranty, thatGuarantor Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Borrower that is a Foreign SubsidiaryCFC if providing such documents would result in material adverse tax consequences, (b) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of Borrower that is a Foreign Subsidiary CFC (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionAgent) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall be a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall within fifteen (a15) within 30 days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) (a) cause any such new Subsidiary, if such new Subsidiary is a Domestic Subsidiary and Borrower Agent requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower, to provide to Agent a joinder to this Agreement, (b) if such new Domestic Subsidiary is not joined as a Borrower, cause such new Domestic Subsidiary to provide to Agent a joinder agreement to the Guaranty and the Guarantor Security Agreement, (c) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Guaranty (orEquity Interests of such Subsidiary, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, thatthat the joinder to the Guaranty and the Guarantor Security Agreement and such other Security Documents, such joinder agreements and other security documents shall not be required to be provided to the Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (bd) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Security Agreement) Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to AgentSubsidiary; provided, that, that only sixty-five percent (65% %) of the total outstanding voting Stock Voting Interests of any such Subsidiary that is a first tier Foreign Subsidiary (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretione) provide to the Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Agent, which which, in its opinion Permitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance 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 be a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (including any Subsidiary formed as a result of an LLC Division), such Loan Party shall (a) or any Subsidiary guarantees the obligations under the ABL Credit Agreement, within 30 10 days of such formation formation, acquisition or acquisition other such event (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause any such new Subsidiary to provide to the Administrative Agent and the Lenders a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property Estate owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,000)250,000, as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (including being sufficient to grant the Administrative Agent a first priority Lien (subject only to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to the Administrative 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 in form and substance reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (Administrative Agent and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged Required Lenders (which pledge, if reasonably requested by Agentthe Administrative Agent or the Lead Lender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to the Administrative Agent and the Lenders all other documentation, including one or more opinions of counsel reasonably satisfactory to Agentthe Lenders, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including surveys and policies of title insurance or insurance, ASTM E-1527-13 Phase I environmental site assessments, other Mortgage Documents, and other documentation with respect to all Real Property owned Mortgaged Properties); provided, however, that none of (a) – (c) will apply with respect to any new captive insurance company formed in fee and subject to a Mortgage)the ordinary course of business. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Fifth Restatement Effective Date, such at any time when any direct or indirect Subsidiary of a Loan Party shall (a) that previously was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within 30 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)Security Documents reasonably requested by the Agent, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days except to the extent exempted or excluded under and in accordance with the terms of such formation the Guaranty and Security Agreement, provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC or a Disregarded Domestic Person (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Documentabove.

Formation of Subsidiaries. At the time that any Loan Credit Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, or any Immaterial Subsidiary becomes a Material Subsidiary, such Loan Credit Party shall (a) within 30 15 days of such formation or acquisition or change in status (or such later date as permitted by the Administrative Agent in its sole discretion) cause any such new Subsidiary to provide to Administrative Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) Guarantee and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted LiensLiens or the Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary or such existing Subsidiary that becomes a Material Subsidiary); provided, that, provided that (i) such joinder agreements to the Guarantee, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent and Collateral Agent with respect to any Foreign Subsidiary, so long as such Subsidiary does not guarantee any of the Revolving Loan Indebtedness or Credit Agreement Refinancing Indebtedness and (ii) no Immaterial Subsidiary shall be excluded from the foregoing requirements to the extent that such Subsidiary is, or is a Foreign Subsidiaryrequired to become, an obligor in respect of Revolving Loan Indebtedness, (b) within 30 15 days of such formation or acquisition or change in status (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent and Collateral Agent a pledge agreement (or an addendum to the 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 Administrative Agent and Collateral Agent; provided, that, provided that only 65% of the total outstanding voting Stock Voting Equity Interests of any such Subsidiary that is a first-tier Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, pledge (1) if reasonably provided to the Revolving Administrative Agent and/or the lenders under Revolving Credit Agreement or (2) if rea- sonably requested by Agentthe Administrative Agent and Collateral Agent with respect to a Foreign Subsidiary that generates annual revenue in excess of 5.0% of the consolidated annual revenue of the Borrower and its Subsidiaries or owns assets the book value of which exceeds 5.0% of the consolidated book value of the total assets of the Borrower and its Subsidiaries, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 30 15 days of such formation or acquisition or change in status (or such later date as permitted by the Administrative Agent in its sole discretion) provide to the Administrative Agent and Collateral Agent all other documentation, including including, if requested by the Administrative Agent, one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 9.11 shall be a Loan Credit Document. This Section 9.11 is subject in all respects to the provisions of the Intercreditor Agreement.

Formation of Subsidiaries. At Borrower will, at the time that any Loan Party forms any direct or indirect Material Subsidiary or acquires any direct or indirect Loan Party Subsidiary that is a Material Subsidiary after the Closing Date, such Date or any Loan Party shall (a) Subsidiary becomes a Material Subsidiary, in each case, if such Material Subsidiary is organized under the laws of the United States, any state thereof, Canada, any province thereof or Belgium, within 30 days of such formation or acquisition or of such Subsidiary becoming a Material Subsidiary (or such later date as permitted by Agent in its sole discretion) cause any (a) if such new Material Subsidiary is organized under the laws of the United States or any state thereof, cause such new Material Subsidiary to become a US Guarantor and to provide to Agent a joinder agreement with respect guaranty of the Obligations of the US Loan Parties, the Belgian Loan Parties, the Canadian Loan Parties and the German Borrower, and to the Guaranty (or, if Agent agrees to allow enter into such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien Liens (subject to Permitted Liens) in and to the Deposit Accounts (other than Excluded Accounts), Accounts, Inventory and related assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other Material Subsidiary as security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 for the Security Agreement) and appropriate certificates and powers or financing statements, pledging all Obligations of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; providedUS Loan Parties, thatthe Belgian Loan Parties, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (Canadian Loan Parties and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)German Borrower, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above above, (b) if such new Material Subsidiary ​ is organized under the laws of Canada or any province thereof, cause such new Material Subsidiary to become a Canadian Guarantor and to provide to Agent a guaranty of the Obligations of the Canadian Loan Parties, and to enter into such security agreements< agreements>, as well as appropriate PPSA financing statements or financing change statements, all in form and substance reasonably satisfactory to Agent sufficient to grant Agent first priority Liens (subject to Permitted Liens) in and to the Deposit Accounts (other than Excluded Accounts), Accounts, Inventory and related assets of such newly formed or acquired Material Subsidiary as security for the Obligations of the Canadian Loan Parties, and provide to Agent all other documentation, including policies one or more opinions of title insurance or other documentation counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above, and (c) if such new Material Subsidiary is organized under the laws of Belgium, cause such new Material Subsidiary to become a Belgian Guarantor and to provide to Agent a guaranty of the Obligations of the Belgian Loan Parties, and to enter into such security agreements, all Real Property owned in fee form and substance reasonably satisfactory to Agent sufficient to grant Agent first priority Liens (subject to a MortgagePermitted Liens) in and to the Deposit Accounts (other than Excluded Accounts), Accounts, Inventory and related assets of such newly formed or acquired Material Subsidiary as security for the Obligations of the Belgian Loan Parties, and provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided, that, for the avoidance of doubt (i) no such new Material Subsidiary that is organized under the laws of the <United States or any state thereof, shall be required to guaranty the Obligations of the Canadian Loan Parties or to grant any Liens on its assets as security for the Obligations of the Canadian Loan Parties, (ii) no such new Material Subsidiary that is organized under the laws of the >Canada or any province thereof, shall be required to guaranty the Obligations of the US Loan Parties or the German Borrower or to grant any Liens on its assets as security for the Obligations of the US Loan Parties or the German Borrower, (<iii>ii) no such new Material Subsidiary that is organized under the laws of Belgium, shall be required to guaranty the Obligations of the US Loan Parties or the German Borrower, or to grant any Liens on its assets as security for the Obligations of the US Loan Parties or the German Borrower, and (<iv>iii) no such new Material Subsidiary that is organized under the laws of Germany or under the laws of any jurisdiction other than the United States, any state thereof, Canada, any province thereof or Belgium, shall be required to guaranty any of the Obligations of the Loan Parties or to grant to Agent any Liens on its assets. Any document, agreement, or instrument executed or issued by any new Material Subsidiary or any existing Loan Party pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (other than an Excluded Subsidiary) after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within sixty (a60) within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole reasonably discretion) (i) cause any such new Subsidiary to provide to Agent (x) if Borrower Agent requests, subject to the consent of Agent, that such Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (y) a joinder agreement to the Guaranty and Security Agreement, (ii) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Guaranty (orEquity Interests of such Subsidiary, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient Agent, necessary to grant Agent a first priority Lien (subject to Permitted Liens) in and to create the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required Liens intended to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiarycreated under the Security Documents, (biii) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Security Agreement) Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)extent constituting Collateral, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretioniv) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion Permitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Documentabove.

Formation of Subsidiaries. At Within forty-five (45) days (or such longer period as the time that any Loan Party forms Administrative Agent shall permit in writing in its sole discretion) after (x) the formation of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Agreement Date or acquires (y) the acquisition of any direct or indirect Subsidiary of any Borrower (other than an Excluded Subsidiary) after the Closing Agreement Date, such Loan Party in each case, the Borrower Parties, as appropriate, shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Domestic Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a joinder agreement with respect and supplement to this Agreement substantially in the form of Exhibit J (each, a “Guaranty (orSupplement”), if Agent agrees pursuant to allow which such new Domestic Subsidiary shall agree to become join as a Guarantor of the Obligations under Article 3 and as a Borrower hereunder, with respect to Party under this Agreement) and with respect , a supplement to the Security Agreement, together with and such other security documents (including mortgages documents, together with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign SubsidiaryAdministrative Agent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group, a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in 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, thathowever, only 65% of the total outstanding voting Stock of with respect to any such Subsidiary that is a Foreign Subsidiary (including any CFC Holdco), such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and none held by a Borrower Party, and with respect to any such Foreign Subsidiary, and any such pledge may, at the option of the Stock Borrower Parties, be limited to sixty-five percent (65%) of any Subsidiary the Equity Interests of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.18 shall authorize any Borrower Party or any Subsidiary of title insurance a Borrower Party to form or other documentation with respect acquire any Subsidiary to all Real Property owned in fee and subject the extent the formation or acquisition of such Subsidiary is prohibited pursuant to a Mortgage)Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.18 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Within thirty (30) days of either the time that any Loan Party forms formation of any direct or indirect Subsidiary of any Credit Party after the Agreement Date or acquires the acquisition of any direct or indirect Subsidiary of any Credit Party after the Closing Agreement Date, such Loan Party the Credit Parties, as appropriate, shall (a) within 30 days of if such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Subsidiary is a Domestic Subsidiary, cause any such new Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect and supplement to this Agreement substantially in the form of Exhibit I (each, a “Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Credit Party under this Agreement) and with respect , a supplement to the Security Agreement, together with and such other security documents (including mortgages documents, together with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign SubsidiaryAdministrative Agent, (b) within 30 days of cause the Credit Party or Credit Parties that own such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a pledge agreement (or an addendum supplement to the Security Pledge Agreement) and appropriate certificates and powers or financing statements, pledging all pursuant to which such Credit Parties shall pledge 100% of the direct Equity Interests of any such Domestic Subsidiary, or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock Equity Interests, and 100% of the nonvoting Equity Interests, of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required , together with all certificates evidencing such Equity Interests and appropriate instruments of transfer with respect thereto, all in form and substance reasonably satisfactory to be pledged (which pledge, if reasonably requested by the Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.20 shall authorize any Credit Party or any Subsidiary of title insurance a Credit Party to form or other documentation with respect acquire any Subsidiary absent express authorization to all Real Property owned in fee and subject to a Mortgage)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 be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time that any Loan Party forms of the formation of any direct or indirect Subsidiary of any Borrower after the Agreement Date or acquires the acquisition of any direct or indirect Subsidiary of any Borrower after the Closing Agreement Date, such Loan Party the Borrower Parties, as appropriate, shall (a) within 30 days of cause such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary, if it is a Domestic Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a joinder agreement with respect and supplement to this Agreement substantially in the form of Exhibit H (each, a “Guaranty (orSupplement”), if Agent agrees pursuant to allow which such Domestic Subsidiary shall agree to become join as a Guarantor of the Obligations under Article 3 and as a Borrower hereunder, with respect to Party under this Agreement) and with respect , a supplement to the Security Agreement, together with and such other security documents (including mortgages documents, together with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), 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 Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); providedCollateral Agent, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiaryas applicable, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Collateral Agent, for the benefit of the Secured Parties, a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, if it is a Foreign Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent; , provided, thathowever, such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party, and such pledge shall be limited to sixty-five percent (65% %) of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary Equity Interests of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group and the Collateral Agent, for the benefit of the Secured Parties, all other documentationdocumentation reasonably requested, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.18 shall authorize any Borrower Party or any Subsidiary of title insurance a Borrower Party to form or other documentation with respect to all Real Property owned acquire any Subsidiary in fee and subject to a Mortgage)violation of Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.18 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 30 days 20 Business 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 joinder agreement with respect to the Guaranty substantially in the form of Exhibit A to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this “Guarantor Joinder Agreement”) and with respect a joinder to the Security AgreementAgreement substantially in the form of Annex 1 to the Security Agreement (a “Security Agreement Joinder”), together with such other security documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary with a fair market value of at least $1,000,000to the extent required by the Loan Documents), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the Intercreditor Agreements and to Permitted Collateral Liens and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, provided that no Guaranty or any such joinder agreements and or other security documents shall not be required to be provided to Agent with respect to any Section 956 Subsidiary (or any Subsidiary of such Subsidiary that is a Foreign Section 956 Subsidiary), (b) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 30 days 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 and, subject to the terms of the Intercreditor Agreements, appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Section 956 Subsidiary (and none of the Stock of any Subsidiary of such Foreign Section 956 Subsidiary) shall be required to be pledged (which pledge, if reasonably requested it being understood that such pledge shall not be required to be documented by Agent, shall be a non-United States law governed by the laws of the jurisdiction of such Subsidiary)pledge agreement, and (c) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 30 days 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At Borrowers will, at the time that any Loan Party forms any Subsidiary which is a direct or indirect Subsidiary of Parent or acquires any Person which becomes a direct or indirect Subsidiary of Parent after the Closing ClosingThird Amendment Effective Date, such Loan Party shall (a) within 30 1015 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such Subsidiary that is a new wholly-owned Domestic Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty and Security Agreement to become a “Grantor” thereunder as a Guarantor (or, if requested by Administrative Borrower and approved by Agent agrees and the Required Lenders, a joinder to allow this Agreement (and such Subsidiary other documents, instruments, or agreements which Agent may require in respect thereof, including the execution of new Notes or indorsements to any existing Notes) to become a Borrower hereunder, with respect to this Agreement) hereunder and with respect a joinder to the Guaranty and Security AgreementAgreement to become a “Grantor” thereunder as a Borrower), together with such other security documents agreements (including (but subject to Section 14.1(g)) mortgages with respect to any Real Property owned in fee of such new wholly-owned Domestic Subsidiary with a fair market value of at least greater than $1,000,000), as well as authorizations to file all appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired wholly-owned Domestic Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide 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 each new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock Equity Interests of any such Subsidiary that is a first tier Foreign Subsidiary of any Loan Party (and none of the Stock Equity Interests of any Subsidiary of such any Foreign SubsidiarySubsidiary 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) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 10 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 and a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, provided that such Guaranty and such joinder agreements to the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any such direct or indirect Subsidiary of Parent that is a Foreign SubsidiaryCFC if providing such documents would result in material adverse tax consequences, (b) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the 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 Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of Parent or any Borrower that is a Foreign Subsidiary CFC (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary without the prior written consent of the Required Lenders, other than the acquisition of a Subsidiary that was Pledged Collateral pursuant to a foreclosure of a Portfolio Loan or Purchased Participation and the formation of any Subsidiary to take ownership of a Portfolio Company’s Real Property upon foreclosure. At the time that any Loan Party Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) Borrower will, at the time that it or any of its Subsidiaries forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Trustee and Agent a joinder agreement with respect Security Agreement and a Guaranty in form and substance acceptable to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreementand, together with such other security documents Security Agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent Trustee a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to Agent provide, to Trustee a pledge agreement (or an addendum to the a Guaranty or any Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Trustee and Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)mortgage) and such other matters as Agent may reasonably request. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.1(p) shall be constitute a Loan Document.

Formation of Subsidiaries. At On or before the time that any Loan Party forms earlier of (x) ten (10) Business Days after the date of the formation of any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary of a Borrower after the Closing DateInitial Funding Date as expressly permitted by Section 8.3(i) and (y) the date on which such Subsidiary obtains any assets (other than the minimum amount of capitalization required by Applicable Law to form such Subsidiary), such the Loan Party Parties, as appropriate, shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any unless such new Domestic Subsidiary is a HUD Owner, cause such new Domestic Subsidiary to provide to Administrative Agent, for the benefit of the Secured Parties, either, at the option of Administrative Agent and Required Lenders, (i) a Joinder, pursuant to which such new Domestic Subsidiary shall agree to join as a Borrower of the Obligations and a Loan Party under this Agreement and the Notes, or (ii) a Guaranty, (b) unless such new Domestic Subsidiary is a HUD Owner, cause such new Domestic Subsidiary to provide to Administrative Agent, for the benefit of the Secured Parties, a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect supplement to the Security Agreement, together with and such other security documents Security Documents (including mortgages Mortgages with respect to any Real Property real estate owned in fee of or leased pursuant to a ground lease by such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as the Contribution Agreement and the Indemnity Agreement, together with 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign SubsidiaryAdministrative Agent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionc) provide to Agent Administrative Agent, for the benefit of the Secured Parties, a pledge agreement (or an addendum supplement to the Security Agreement) Agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretiond) provide to Agent Administrative Agent, for the benefit of the Secured Parties, all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative 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 above. Nothing in this Section 7.20 shall authorize any Loan Party or any Subsidiary of title insurance a Loan Party to form or other documentation with respect acquire any Subsidiary absent express authorization to all Real Property owned in fee and subject so form or acquire such Subsidiary pursuant to a MortgageSection 8.3(i). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 7.20 shall be a Loan DocumentDocument for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Closing Date, such Loan Party shall within thirty (a30) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), (a) cause any such new Domestic Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiaryDomestic Subsidiary of the type constituting Collateral); provided, that, the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such Subsidiary of any Loan Party that is a Foreign Subsidiary, an Excluded Subsidiary and (b) within 30 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 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 such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more customary opinions of counsel reasonably satisfactory to Agent, which in its opinion is as are appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued by a Loan Party or Subsidiary of a Loan Party pursuant to this Section 5.11 shall be constitute a Loan Document. If, at any time and from time to time after the Closing Date, a Subsidiary, pursuant to the definition of the term “Immaterial Subsidiary”, is required to comply with the provisions of this Section 5.11, then Loan Parties shall, not later than thirty (30) days (or such later date as permitted by the Agent in its sole discretion) after the date by which financial statements for the most recently ended Reference Period are required to be delivered pursuant to this Agreement, cause one or more such Subsidiaries to become additional Loan Parties such that the requirements in the definition of “Immaterial Subsidiary” are complied with. If, within fourteen (14) days after the Closing Date, Agent has not received evidence, in form and substance reasonably satisfactory to Agent, that Thunder Oilfield Services, L.L.C. has either been dissolved or has been merged with and into a Loan Party (with such Loan Party as the surviving entity), SSO will cause Thunder Oilfield Services, L.L.C. to comply with the provisions of this Section 5.11 as if it were a newly formed Subsidiary.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Closing Date, such Loan Party shall (a) within 30 twenty (20) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Domestic Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) , the Guaranty and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Domestic Subsidiary with a fair market value of at least $1,000,000)2,000,000 or, if a mortgage on any Real Property has been or will be granted to Term Loan Agent, then without regard to the fair market value of such Real Property) as well as appropriate financing statements (and with 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 or, in the case of Term Loan Priority Collateral, second priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 twenty (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 (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 AgentAgent and provide to Agent or, for so long as any Indebtedness under the Term Loan Documents is outstanding, Term Loan Agent appropriate certificates and powers; provided, that, only sixty-five (65% %) percent of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of any Loan Party that is a Foreign Subsidiary (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, pledge shall be governed by the laws of the jurisdiction of such SubsidiarySubsidiary if Term Loan Agent has requested or received a pledge governed by such laws), and (c) within 30 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (other than an Excluded Subsidiary) after the Closing Date, such Loan Party shall (a) within 30 days 10 days, and with respect to any CFC described in the proviso below, within 60 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 joinder agreement with respect to guaranty of the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security AgreementObligations, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary to secure the guaranty of the Obligations); providedprovided that such guaranty, that, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Borrower that is a Foreign SubsidiaryCFC if providing such documents would result in (i) adverse tax consequences or the costs to the Loan Parties of providing such guaranty, executing any security documents or perfecting the security interests created thereby (as determined by the Borrower in consultation with the Agent) or (ii) costs that would be unreasonably excessive (as determined by Agent in consultation with the Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days 10 days, and with respect to any CFC described in the proviso below, within 60 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 appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to AgentAgent to secure the Obligations; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of Borrower that is a Foreign Subsidiary CFC (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in (i) adverse tax consequences or the costs to the Loan Parties of providing such guaranty, executing any security documents or perfecting the security interests created thereby (as determined by the Borrower in consultation with the Agent) or (ii) costs that would be unreasonably excessive (as determined by Agent in consultation with the Borrower) in relation to the benefits of Agent and the Lenders of the security or pledge afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of the same corresponding time frames set forth above after such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary or Joint Venture after the Closing Date, such Loan Party shall (a) within 30 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary or Joint Venture to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary or Joint Venture with a fair market value of at least $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary or Joint Venture); provided, that, provided that such joinder agreements to the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 15 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 appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary or Joint Venture reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such Subsidiary that is a first tier Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) Borrower shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 30 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, such Loan Party shall (a) within 30 days 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of Collateral owned by such newly formed or acquired Subsidiary); provided, thatthat the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such Subsidiary of any Borrower that is a Foreign SubsidiaryCFC or a direct or indirect Subsidiary of a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in its Permitted Discretion in 3515771.12 41 consultation with Borrowers) in relation to the benefits to Agent of the security or guarantee afforded thereby, (b) within 30 days of if such formation new Subsidiary is not a corporation, provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such Subsidiary of a Borrower that is a Foreign Subsidiary CFC or a CFC Holding Company (and none of the Stock Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or CFC Holding Company) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage); it being understood that notwithstanding anything in the Loan Documents to the contrary, no Real Property other than the Mebane Premises shall be part of the Collateral unless such Real Property has a fair market value in excess of $5,000,000. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Borrowers will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such Subsidiary that is a new wholly-owned Domestic Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new wholly-owned Domestic Subsidiary with a fair market value of at least greater than $1,000,000), as well as authorizations to file all appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired wholly-owned Domestic Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide 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 each new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock Equity Interests of any such Subsidiary that is a first tier Foreign Subsidiary of any Loan Party (and none of the Stock Equity Interests of any Subsidiary of such any Foreign SubsidiarySubsidiary 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) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or, the Solus Loan Documents or 2017 2327 Notes Documents and (ii) within 30 days 20 Business 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 joinder agreement with respect to the Guaranty substantially in the form of Exhibit A to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this “Guarantor Joinder Agreement”) and with respect a joinder to the Security AgreementAgreement substantially in the form of Annex 1 to the Security Agreement (a “Security Agreement Joinder”), together with such other security documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary with a fair market value of at least $1,000,000to the extent required by the Loan Documents), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the Intercreditor Agreements and to Permitted Collateral Liens and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, provided that no Guaranty or any such joinder agreements and or other security documents shall not be required to be provided to Agent with respect to any Section 956 Subsidiary (or any Subsidiary of such Subsidiary that is a Foreign Section 956 Subsidiary), (b) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or, the Solus Loan Documents or 2017 Notes Documents and (ii) within 30 days 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 and, subject to the terms of the Intercreditor Agreements, appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Section 956 Subsidiary (and none of the Stock of any Subsidiary of such Foreign Section 956 Subsidiary) shall be required to be pledged (which pledge, if reasonably requested it being understood that such pledge shall not be required to be documented by Agent, shall be a non-United States law governed by the laws of the jurisdiction of such Subsidiary)pledge agreement, and (c) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or, the Solus Loan Documents or 2017 Notes Documents and (ii) within 30 days 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) if Administrative Borrower requests, subject to the consent of Agent, that such Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, Agreement together with such other security documents (including mortgages with respect to any Real Property owned in fee agreements, which, notwithstanding the foregoing, shall be provided within 30 days of such new Subsidiary with a fair market value event (or such longer period of at least $1,000,000time as may be agreed by Agent)), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary constituting Collateral); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary or a FSHCO (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiarySubsidiary or FSHCO) 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)pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion is appropriate opinion, which Agent shall reasonably request with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued by any Loan Party pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Within 10 Business Days after delivery of the time Compliance Certificate for any month that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Dateis a fiscal quarter end, such Loan Party shall each Borrower will (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such each new Subsidiary disclosed therein to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such Subsidiary of any Borrower that is an Immaterial Subsidiary or a Foreign SubsidiaryCFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Borrower that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

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

Formation of Subsidiaries. At the time that any Loan Party Borrower or Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Datedate hereof, such Loan Party Lead Borrower shall (a) within 30 ten (10) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) cause any such new Subsidiary to provide to Administrative Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Joinder Agreement, together with such a joinder to the Guarantee or any other security documents document (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liensliens permitted under Section 9.8 herein) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements joinders and other security documents shall not be required to be provided to Adminstrative Agent with respect to any such Subsidiary of Borrowers that is a Foreign Subsidiarycontrolled foreign corporation if providing such documents would result in material adverse tax consequences, (b) within 30 ten (10) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent 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 Agent; provided, that, only sixty-five (65% %) percent of the total outstanding voting Capital Stock of any such Subsidiary of any Borrower that is a Foreign Subsidiary controlled foreign corporation (and none of the Capital Stock of any Subsidiary of such Foreign Subsidiarycontrolled foreign corporation) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Borrowers of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Administrative Agent in consultation with Lead Borrower) in relation to the benefits of Administrative Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 ten (10) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 9.26 shall be a Loan DocumentFinancing Agreement.

Formation of Subsidiaries. At (Aa) (i) Each U.S. Borrower will, at the time that any U.S. Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing DateDate (other than any such Subsidiary that is an Excluded Subsidiary), such Loan Party shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) and (Bii) each Borrower may, in its sole discretion, with respect to any Subsidiary that is an Excluded Subsidiary solely due to its status as an Immaterial Subsidiary, (aA) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the U.S. Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents agreements and any applicable Additional Documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000as defined below)), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary (excluding any Excluded Property); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent in each case consistent with respect to any such Subsidiary that is a Foreign Subsidiarythe Loan Documents executed on the Closing Date), (bbB) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the U.S. Guaranty and Security Agreement) or the Canadian Guaranty and Security Agreement, as applicable) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent; , provided, that, only for the avoidance of doubt, not more than 65% of the total outstanding voting Stock Equity Interest of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC or a FSHCO (and but none of the Stock Equity Interest of any Subsidiary of such Foreign SubsidiaryCFC or FSHCO) shall be required to be pledged pledged, (which pledgecC) if such new Subsidiary is to be a Borrower, if reasonably requested by Agent, shall be governed by cause such new Subsidiary to provide the laws of the jurisdiction of such Subsidiarydocumentation set forth in Section 2.2(a), and (cdD) within 30 days of such formation or acquisition (or such later date as permitted if requested by Agent in its sole discretion) the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion Permitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

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

Formation of Subsidiaries. At Within thirty (30) days of either the time that any Loan Party forms formation of any direct or indirect Subsidiary of any Credit Party after the Agreement Date or acquires the acquisition of any direct or indirect Subsidiary of any Credit Party after the Closing Agreement Date, such Loan Party the Credit Parties, as appropriate, shall (a) within 30 days of if such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Subsidiary is a Domestic Subsidiary, cause any such new Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect and supplement to this Agreement substantially in the form of Exhibit I (each, a “Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Credit Party under this Agreement) and with respect , a supplement to the Security Agreement, together with and such other security documents (including mortgages documents, together with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign SubsidiaryAdministrative Agent, (b) within 30 days of cause the Credit Party or Credit Parties that own such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a pledge agreement (or an addendum supplement to the Security Pledge Agreement) and appropriate certificates and powers or financing statements, pledging all pursuant to which such Credit Parties shall pledge 100% of the direct Equity Interests of any such Domestic Subsidiary, or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock Equity Interests, and 100% of the nonvoting Equity Interests, of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required , together with all certificates evidencing such Equity Interests and appropriate instruments of transfer with respect thereto, all in form and substance reasonably satisfactory to be pledged (which pledge, if reasonably requested by the Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent the Administrative Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.20 shall authorize any Credit Party or any Subsidiary of title insurance a Credit Party to form or other documentation with respect acquire any Subsidiary absent express authorization to all Real Property owned in fee and subject so form or acquire such Subsidiary pursuant to a Mortgage)Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall (a) that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC or a Disregarded Person (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or Disregarded Person) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and 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 insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.. 5.12

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary that is not designated as an Immaterial Subsidiarity after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall that previously was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within ten (a10) within 30 days of such formation or acquisition event (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 to provide to Agent a joinder agreement with respect (i) if Administrative Borrower requests, subject to the Guaranty (orconsent of Administrative Agent, if Agent agrees to allow that such Subsidiary to become be joined as a Borrower hereunder, with respect to provide to Administrative Agent a Joinder to this Agreement, and (ii) and with respect to provide to Administrative Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide 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; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent all other documentation, including the Organization Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At On or before the time that any Loan Party forms earlier of (x) ten (10) Business Days after the date of the formation of any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary of a Borrower after the Closing DateDate as expressly permitted by Section 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), such Loan Party Borrowers, as appropriate, shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Domestic Subsidiary to provide to Agent Administrative Agent, for the benefit of the Secured Parties, a Joinder, pursuant to which such new Domestic Subsidiary shall agree to join as a Borrower of the Obligations and a Loan Party under this Agreement and the Notes, (b) cause such new Domestic Subsidiary to provide to Administrative Agent, for the benefit of the Secured Parties, a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect supplement to the Security Agreement, together with and such other security documents Security Documents (including mortgages Mortgages with respect to any Real Property real estate owned in fee of or leased pursuant to a ground lease by such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as the Contribution Agreement and the Indemnity Agreement, together with 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 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, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign SubsidiaryAdministrative Agent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionc) provide to Agent Administrative Agent, for the benefit of the Secured Parties, a pledge agreement (or an addendum supplement to the Security Agreement) Agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretiond) provide to Agent Administrative Agent, for the benefit of the Secured Parties, all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative 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 above. Nothing in this Section 7.20 shall authorize any Borrower or other documentation with respect any Subsidiary thereof to all Real Property owned in fee and subject acquire any Subsidiary absent express authorization to a Mortgageso 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 be a Loan Document.Document for purposes of this Agreement. 121

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 10 days of after such formation or acquisition and the capitalization of such Subsidiary in excess of $25,000 (or such later date as permitted by Agent Lender in its sole discretion) cause any such new Subsidiary to provide to Agent Lender a joinder agreement with respect to the this Agreement or a Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreementas determined by Lender), together with such other security documents (including mortgages with respect to any Real Property owned in fee of simple by such new Subsidiary with a fair market value of at least $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, provided that the Guaranty and such joinder agreements and other security documents shall not be required to be provided to Agent Lender with respect to any such Subsidiary of Borrower that is a Foreign SubsidiaryCFC or a Subsidiary of a CFC, (b) within 30 10 days of after such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) provide to Agent Lender 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 AgentLender; provided, that, provided that only 65% of the total outstanding voting Stock of any such first tier Subsidiary of a Borrower that is a Foreign Subsidiary CFC (and none of the Stock of any Subsidiary of such Foreign SubsidiaryCFC) 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)pledged, and (c) within 30 10 days of after such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) 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 Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.16 shall be a Loan Document.”

Formation of Subsidiaries. At (a) With respect to any property acquired after the time that Closing Date by any Loan Party forms that is intended to be subject to a Lien created by any direct Loan Document, other than (x) property described in clause (b) or indirect (c) below, (y) any property subject to a Lien expressly permitted by this Agreement and (z) property acquired by any Excluded Foreign Subsidiary or acquires as to which the Lender does not have a perfected Lien, promptly, and in any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) event within 30 days of acquiring such formation or acquisition property: (or such later date as permitted by Agent in its sole discretioni) cause any such new Subsidiary to provide to Agent a joinder agreement with respect execute and deliver to the Guaranty (or, if Agent agrees to allow Lender such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect supplements or amendments to the Security Agreement, together with Agreement or such other documents as the Lender deems necessary or advisable to grant to the Lender a security documents interest in such property; and (ii) take all actions necessary or advisable to grant to the Lender a perfected first priority security interest in such property, including mortgages with the filing of UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Lender. (b) With respect to any Real Property owned new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly, and in fee any event within 30 days of the creation or acquisition of such Subsidiary: (i) execute and deliver to the Lender such supplements or amendments to any Loan Document as the Lender deems necessary or advisable to grant to the Lender a perfected first priority security interest in the Equity Interests of such new Subsidiary that are owned by any Loan Party; (ii) deliver to the Lender the certificates (if any) representing such Equity Interests, together with undated stock powers, in blank, executed by a fair market value duly authorized officer of at least $1,000,000)the relevant Loan Party; (iii) cause such new Subsidiary of a Loan Party (A) to execute a guaranty of the Obligations and Security Agreement, as well as appropriate financing statements each in favor of the Lender and (and B) to take all actions necessary or desirable to grant to the Lender a perfected first priority security interest in the Collateral described in such Security Agreement with respect to all property subject to a mortgagesuch new Subsidiary, fixture filings)including the filing of UCC-1 financing statements in such jurisdictions as may be required by such Security Agreement or by law or as may be requested by the Lender; and (iv) if requested by the Lender, 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 deliver to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is Lender a Foreign Subsidiary, (b) within 30 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 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 such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction secretary's certificate of such Subsidiary), with charter documents, by-laws, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Documentresolutions attached.

Formation of Subsidiaries. At the time that any Loan Party Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party Borrower shall (a) within 30 days 10 Business Days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) cause any such new Subsidiary to provide to the Administrative Agent a joinder agreement with respect to this Agreement and provide to the Guaranty (or, if Tranche A Collateral Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect joinder to the Security AgreementTranche A Collateral Documents, together with such other security documents (including mortgages with respect to any owned Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Property), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent 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); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days 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; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days 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 one or more opinions of counsel reasonably satisfactory to Administrative Agent and the Tranche A Collateral Agent, 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 (with coverage amounts reasonably acceptable to Administrative Agent) or other documentation with respect to all owned Real Property owned in fee and subject to a MortgageProperty). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document. Nothing contained in this Section 5.11 shall permit Borrowers to form or acquire any direct or indirect Subsidiary other than in accordance with Section 6.3.

Formation of Subsidiaries. If 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 or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party Borrower or such Guarantor shall (a) 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, ) (it being understood and agreed that any such joinder agreements and other security documents Borrower or Guarantor shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 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 such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such new Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionb) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 SECTION 5.16 shall be a Loan Document. Notwithstanding the foregoing provisions of this SECTION 5.16, Agent 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 Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall shall, unless such Subsidiary is organized under the laws of a jurisdiction other than the United States, Canada, the Netherlands, Ireland, the United Kingdom, Germany or France, or any political subdivision of any of the foregoing and shall, to the extend acquired, have been acquired solely in consideration of the issuance of Equity Interests in Avid permitted hereunder, or the application of the cash proceeds of such Equity Interest to the payment in full of the purchase price therefor (a) within 30 fifteen (15) 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 joinder agreement with respect to the Guaranty (orUS Guarantee or the Foreign Guarantee, if Agent agrees to allow such Subsidiary to become a Borrower hereunderas applicable, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, the Guarantees, the Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary of any Loan Party that is a Foreign SubsidiaryCFC if providing such documents could reasonably be expected to result in adverse tax consequences or the costs to Loan Parties of providing such Guarantee, executing any security documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Administrative Loan Party) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 fifteen (15) 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 appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary owned by a Loan Party reasonably satisfactory to Agent; provided, that, only sixty-five (65% %) percent of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of any Loan Party that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in its Permitted Discretion in consultation with Administrative Loan Party) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 fifteen (15) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is Permitted Discretion it deems appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document. Notwithstanding anything to the contrary in this Section 5.11, in the event that any such guaranty and/or security document is provided, all obligations under or in connection therewith shall be subject to the limitations set forth in Section 17.15 of this Agreement.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall that previously was an Immaterial Subsidiary becomes a Material Subsidiary, or at any time when any Whole Aircraft or Whole Engine becomes an asset of a direct or indirect Subsidiary of a Loan Party that is not a Loan Party, within fifteen (a15) within 30 days Business Days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary (provided, that no newly acquired Subsidiary shall be an Unrestricted Subsidiary upon such acquisition, but may subsequently be designated as such in accordance with Section 5.18), cause any such new Subsidiary (i) if Administrative Borrower requests (including by requesting that assets owned by such Subsidiary be included in the Borrowing Base), subject to the consent of Agent, that such Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents agreements (including mortgages satisfaction of the Perfection Requirements or Limited Perfection Requirements, as applicable, pursuant to the Guaranty and Security Agreement, with respect to any Whole Aircraft or Whole Engines owned by such new Subsidiary and delivery of Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000constituting Real Property Collateral), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided) and to comply with the provisions of Section 5.17 below, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiaryas applicable, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, solely with respect to any such new Subsidiary that (i) is a Foreign Subsidiary and is a first tier Subsidiary of a Loan Party or (ii) is a CFC, and, in each case, is not joined or to be joined as a Borrower or other Loan Party hereunder, only 65% of the total outstanding voting Stock Equity Interests of any such Subsidiary that is a new Foreign Subsidiary (and none of the Stock Equity Interests of any Subsidiary of such new Foreign Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and upon request, 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 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 be constitute a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall (a) that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC or a Disregarded Person (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or Disregarded Person) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and 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 insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Sixth Restatement Effective Date, such at any time when any direct or indirect Subsidiary of a Loan Party shall (a) that previously was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within 30 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)Security Documents reasonably requested by the Agent, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days except to the extent exempted or excluded under and in accordance with the terms of such formation the Guaranty and Security Agreement, provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC or a Disregarded Domestic Person (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies above. Agent shall not accept delivery of title insurance or other documentation any joinder to any Loan Document with respect to all Real Property owned any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in fee relation to such Subsidiary and subject to a Mortgage). Any documentAgent and each Lender has completed its respective Patriot Act searches, agreementOFAC/PEP searches and customary individual background checks for such Subsidiary, or instrument executed or issued pursuant to this Section 5.11 the results of which shall be a Loan Documentsatisfactory to Agent and each Lender, respectively.

Formation of Subsidiaries. At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall Borrower or such Guarantor shall, as Agent may request, promptly, but in any event within 3 Business Days after the formation or acquisition of such Subsidiary: (a) 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 joinder agreement to the Guaranty, the applicable Security Documents (including Mortgages with respect to the Guaranty (or, if Agent agrees to allow any Real Property of such Subsidiary to become a Borrower hereunder, with respect to this Agreementnew Subsidiary) and with respect to such of the Security Agreementother Loan Documents as Agent may request, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)as Agent may request, as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 appropriate certificates and powers or and/or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which 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 Mortgage Policies, surveys, appraisals, phase I environmental site assessments and other documentation with respect to all Real Property owned in fee and 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 be a Loan Document. Notwithstanding 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 the 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, 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 66% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote; 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.

Formation of Subsidiaries. At Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (i) in the case of a Domestic Subsidiary (other than an Immaterial Subsidiary), cause any such new Subsidiary (x) to provide to Agent a joinder agreement with respect in substantially the form attached to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary constituting ABL Priority Collateral and a junior-priority Lien (subject to Permitted Liens and the Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary constituting Senior Secured Notes Priority Collateral), and (y) to comply with the provisions of Section 5.12(b) as it relates to Real Property Collateral; provided, that, such joinder agreements and other security documents shall not be required (ii) subject to be provided to Agent with respect to the provisions of the Intercreditor Agreement in the case of any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first-tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) 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 (cb) within 30 60 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) ), provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including including, if reasonably requested by Agent, policies of title insurance or other documentation with respect to all Real Property Collateral owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Borrower will, at the time that any Loan Party forms any direct or indirect Domestic Subsidiary or (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, such Loan Party shall (a) within 30 10 days of such formation formation, acquisition or acquisition cessation (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent and Collateral Agent a joinder agreement with respect to each of the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) Agreement and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, and pledge agreements, certificates and powers, 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 Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 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 Equity Interests (and 100% of the total outstanding non-voting Equity Interests) of any such first tier Subsidiary of Borrower that is a Foreign Subsidiary (or a Disregarded Domestic Subsidiary and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) Person shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionb) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document. In the event that any 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 cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described above, and Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to above necessary to grant and to perfect a first priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Security Agreement in 65% of the voting 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. At Administrative Borrower will, promptly, but in any event within sixty (60) days (or in the time that case of any Loan Party forms any direct Australian Subsidiary formed or indirect Subsidiary or acquires any direct or indirect Subsidiary acquired after the Closing Date, such Loan Party shall later date upon which any applicable “Whitewash” transaction or similar applicable legal requirements have been satisfied) (a) within 30 days of such formation or acquisition (in each case, or such later date as permitted by Administrative Agent in its sole discretion), notify Administrative Agent after any Loan Party (i) creates or acquires (including by division) a Person that becomes a Subsidiary (other than an Excluded Subsidiary), (ii) any Subsidiary that is an Excluded Subsidiary failing to constitute an Excluded Subsidiary and (iii) designates any Discretionary Guarantor and, in each case, cause any such new Subsidiary to provide (A) become a Guarantor by delivering to the Administrative Agent a duly executed joinder agreement with respect or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a security interest in all Collateral (subject to the exceptions specified in the Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed joinder agreement and a supplement to the Guaranty and Security Agreement or such other document and, in the case of an Australian Subsidiary, such Australian Security Documents as the Administrative Agent or Australian Security Trustee shall deem appropriate for such purpose and comply with the terms of each applicable document, (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this AgreementC) and with respect deliver to the Security AgreementAdministrative Agent such opinions, together with documents and certificates of the type referred to in Schedule 3.1 as may be reasonably requested by the Administrative Agent, (D) if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other security documents (including mortgages with respect to any Real Property owned in fee certificates and stock or other transfer powers evidencing the Equity Interests of such new Subsidiary with a fair market value of at least $1,000,000), Person as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of extent required by the applicable documents, (E) deliver to the Administrative Agent such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security updated Schedules to the applicable documents shall not be required to be provided to as requested by the Administrative Agent with respect to any such Subsidiary that is a Foreign Subsidiary, and (bF) within 30 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 deliver to the Security Agreement) Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary scope reasonably satisfactory to the Administrative Agent; provided. Notwithstanding anything to the contrary, thatthe Loan Parties shall execute and deliver to the Administrative Agent, only 65% for the benefit of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.Secured Parties,

Formation of Subsidiaries. At Each Loan Party will, at the time that any Loan Party forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Closing Date, such Loan Party shall within thirty (a30) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), (a) cause any such new Domestic Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiaryDomestic Subsidiary of the type constituting Collateral); provided, that, the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such Subsidiary of any Loan Party that is a Foreign an Excluded Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate (subject to the terms of the Intercreditor Agreement) certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Borrowers in consultation with Agent) in relation to the benefits to Agent and Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more customary opinions of counsel reasonably satisfactory to Agent, which in its opinion is as are appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued by a Loan Party or Subsidiary of a Loan Party pursuant to this Section 5.11 shall be constitute a Loan Document. If, at any time and from time to time after the Closing Date, a Subsidiary, pursuant to the definition of the term “Immaterial Subsidiary”, is required to comply with the provisions of this Section 5.11, then Loan Parties shall, not later than thirty (30) days (or such later date as permitted by the Agent in its sole discretion) after the date by which financial statements for the most recently ended Reference Period are required to be delivered pursuant to this Agreement, cause one or more such Subsidiaries to become additional Loan Parties such that the requirements in the definition of “Immaterial Subsidiary” are complied with.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing DateDate or any Immaterial Subsidiary becomes a Material Subsidiary, such Loan Party shall (a) within 30 15 days of such formation or acquisition or change in status (or such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,0005,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted LiensLiens or the Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary or such existing Subsidiary that becomes a Material Subsidiary); provided, that, provided that (i) such joinder agreements to 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, so long as such Subsidiary does not guaranty any of the Term Loan Indebtedness or any Additional Indebtedness and (ii) no Immaterial Subsidiary shall be excluded from the foregoing requirements to the extent that such Subsidiary is, or is a Foreign Subsidiaryrequired to become, an obligor in respect of Term Loan Indebtedness, (b) within 30 15 days of such formation or acquisition or change in status (or such later date as permitted by Agent in its sole discretion) provide to Agent 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 Agent; provided, that, provided that only 65% of the total outstanding voting Stock of any such Subsidiary that is a first tier Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) Borrower shall be required to be pledged (which pledge, (1) if provided to the Term Loan Administrative Agent and/or the lenders under the Term Loan Credit Agreement or (2) if reasonably requested by AgentAgent with respect to a Foreign Subsidiary that generates annual revenue in excess of 5.0% of the consolidated annual revenue of Borrowers and their Subsidiaries or owns assets the book value of which exceeds 5.0% of the consolidated book value of the total assets of Borrowers and their Subsidiaries, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 30 15 days of such formation or acquisition or change in status (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document. This Section 5.11 is subject in all respects to the provisions of the Intercreditor Agreement.

Formation of Subsidiaries. At the time that Each Loan Party will, within thirty days after any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, such or at any time when any direct or indirect Subsidiary of a Loan Party shall (a) that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 30 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents agreements (including mortgages Mortgages and related deliveries in accordance with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), Section 5.17) as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary Subsidiary, a FSHC or a Disregarded Domestic Person (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary, FSHC or Disregarded Domestic Person) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and 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 Mortgages and related deliveries in accordance with respect to all Real Property owned in fee and subject to a MortgageSection 5.17). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 15 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, provided that such joinder agreements to 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, so long as such Subsidiary that is a Foreign Subsidiarydoes not guaranty any of the Term Loan Indebtedness, (b) within 30 15 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 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, provided that only 65% of the total outstanding voting Stock of any such Subsidiary that is a first tier Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) Borrower shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 30 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document. This Section 5.11 is subject in all respects to the provisions of the Intercreditor Agreement.

Formation of Subsidiaries. At the time that Parent, any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Parent, such Loan Party Borrower or such Guarantor shall (a) 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary, (b) within 30 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 appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including 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 Real Property owned in fee and 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 5.11 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 Borrower will, at the time that Parent or any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case, such Loan Party shall (a) other than a Subsidiary that is an Immaterial Subsidiary), or at any time that any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, within 30 10 days of such formation or acquisition or the date such Subsidiary ceases to be an Immaterial Subsidiary (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to guaranty of the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security AgreementObligations, together with such other security documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary to secure its guaranty of the Obligations); provided, that, that such joinder agreements guaranty and other such security documents shall not be required to be provided to Agent with respect to any such Subsidiary of Parent that is a Foreign SubsidiaryCFC if providing such agreements (x) would result in adverse tax consequences, (y) would be prohibited under applicable law or (z) the costs to the Loan Parties of providing such guaranty or security agreements are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation provide, or acquisition (cause the applicable Loan Party or such later date as permitted by Agent in its sole discretion) provide Parent to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement or Pledge Agreement to the extent the applicable Loan Party is a party thereto) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentAgent in order to secure the Obligations; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of Parent that is a Foreign Subsidiary CFC (and none of the Stock Equity Interests of any Subsidiary of such Foreign SubsidiaryCFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document. Notwithstanding any other provision of this Agreement, the parties hereto acknowledge that they have agreed to defer compliance with applicable requirements of German and English law with respect to the granting and perfection of security interests in the Equity Interests of PROS Germany and PROS Europe, and any representation or warranty set forth herein with respect to the creation or perfection of such security interests or compliance with German or English law with respect to such creation or perfection is so qualified; provided, that if at any time (a) the revenue of PROS Germany or PROS Europe for the most recently ended twelve month period is more than $20,000,000 or (b) the revenue of PROS Germany and PROS Europe for the most recently ended twelve month period (when aggregated with the revenue -#PageNum#- for all other Subsidiaries of Parent that are CFCs for such twelve month period) is more than 20% of the revenue of the Parent and its Subsidiaries on a consolidated basis for such twelve month period, Borrower shall be required to provide a pledge under applicable German and English law in form and substance reasonably satisfactory to Agent of 65% of the outstanding voting Equity Interests of PROS Germany and PROS Europe as set forth in this Section 5.11.

Formation of Subsidiaries. At The Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (including by virtue of any statutory division of Borrower or any Subsidiary of Borrower) (other than any Subsidiary for so long as it is an Excluded Subsidiary), (i) within 15 Business Days of such Loan Party shall formation or acquisition provide written notice to Agent of such formation or acquisition and (aii) within 30 days Business 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) a joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to Guarantee in this Agreement) agreement and with respect to the applicable Security Agreement, Documents together with such other security documents agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least greater than $1,000,0005,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary unless expressly not required by the Loan Documents); provided, that, the joinder to the Guarantee in this agreement and the applicable Security Documents and such joinder agreements and other security documents agreements shall not be required to be provided to Agent provide for a guaranty of the Execution Version Obligations and the Liens granted thereunder shall not secure the Obligations, in each case with respect to any such Subsidiary of Borrower that is a Foreign SubsidiaryCFC or a FSHCO if providing such guaranty or such security agreements would result in material adverse tax consequences (as reasonably determined by Borrower in consultation with Agent) (with any such joinder, guarantee, pledge or security interest immediately terminating as and when such material adverse tax consequences arise or exist), (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum addenda to the applicable Security AgreementDocuments) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such direct Subsidiary of a Loan Party that is a Foreign Subsidiary CFC or a FSHCO (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) CFC or a FSHCO shall be required to be pledged as security for the Obligations if pledging a greater amount would result in material adverse tax consequences (as reasonably determined by Borrower in consultation with Agent) (which pledge, if reasonably requested by Agent, shall be governed by the laws Laws of the jurisdiction of such Subsidiary) (with any such joinder, guarantee, pledge or security interest immediately terminating as and when such material adverse tax consequences arise or exist), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to each of the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) Agreement and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, thatthat the joinder to the Guaranty and Security Agreement, and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any such Subsidiary of any Borrower that is a Foreign SubsidiarySubsidiary if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as reasonably determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to 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 that is a Foreign Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of Borrower that is a Foreign Subsidiary (and none of the Stock Equity Interests of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as reasonably determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 30 10 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 joinder agreement with respect to the Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); providedprovided that the joinder to the Guaranty, thatthe Security Agreement, and such joinder agreements and other security documents shall not be required to be provided to Agent with respect to (i) any such Subsidiary of Borrower that is a CFC, (ii) any Foreign SubsidiarySubsidiary of Borrower for which the cost to the Loan Parties of requiring such Subsidiary to execute such joinder or security documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, or (iii) the Immaterial Subsidiaries, (b) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging or hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in each case in a form reasonably satisfactory to Agent; provided, that, provided that (i) only 65% of the total outstanding voting Stock of any such first tier Subsidiary of Borrower that is a Foreign Subsidiary (CFC and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary) CFC shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) such pledge agreement shall not be required to be provided to Agent with respect to any Foreign Subsidiary of Borrower in which the cost to the Loan Parties of requiring such Subsidiary to execute such pledge agreement are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the pledge or hypothecation afforded thereby, and (iii) such pledge agreement shall not be required for the Immaterial Subsidiaries; and (c) within 30 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above above, and (d) with respect to any Real Property that is acquired or owned by such Subsidiary, within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all security documents relating to Real Property (including mortgages with respect to any Real Property owned in fee with a fair market value of at least $250,000), fixture filings, and all other documentation which in Agent’s opinion is necessary with respect to the execution and delivery of the applicable documentation referred to in this subsection (d) (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgagemortgage), 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 such Real Property); provided that such mortgages and related documentation shall not be required to be provided to Agent with respect to (i) any Subsidiary of Borrower that is a CFC, (ii) any Foreign Subsidiary of Borrower for which the cost to the Loan Parties of requiring such Subsidiary to execute such mortgages and related documentation or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the mortgages and related documentation afforded thereby, or (iii) the Immaterial Subsidiaries. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

Formation of Subsidiaries. At Each Loan Party will, (a) at the time that any anyif such Loan Party forms any direct or indirect Subsidiary Subsidiary,or acquires any direct or indirect Subsidiary after the Closing DateDate(including as a result of the Permitted Liberty Statutory Division), such (b) at any time whenif any direct or indirect Subsidiary of asuch Loan Party shall that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary, or (ac) at any time when as a result of a Subsidiary Redesignation or if such Unrestricted Subsidiary otherwise fails to constitute an Unrestricted Subsidiary hereunder, or (c) if any direct or indirect Subsidiary of asuch Loan Party that was previously an Excluded Subsidiary pursuant to clause (b) or (c) of the definition thereof ceases to be an Excluded Subsidiary, within 30 fifteen days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a), unless such Subsidiary is an Excluded Subsidiary, (i) cause any such new Subsidiary to (iA) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (iiB) to provide to Agent a joinder agreement with respect to the applicable Guaranty (or, if Agent agrees to allow such Subsidiary to become a Borrower hereunder, with respect to this Agreement) and with respect to the Security Agreement, in each case, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that, such joinder agreements and other security documents shall not be required to be provided to Agent with respect to any such Subsidiary that is a Foreign Subsidiary;, (bbii) within 30 days of such formation provide, or acquisition (or such later date as permitted by Agent in its sole discretion) provide cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that, that only 65% of the total outstanding voting Stock Equity Interests of any such first tier Subsidiary of a Loan Party that is a Foreign Subsidiary CFC or a FSHCO (and none of the Stock Equity Interests of any direct or indirect Subsidiary of such Foreign SubsidiaryCFC or FSHCO) 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)pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionciii) 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 opinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage)above. Any document, agreement, or instrument executed or issued by a Loan Party or Subsidiary pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. At Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (ax) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder agreement with respect to the Guaranty Canadian Security Documents and other applicable Loan Documents (or, if Agent agrees including this Agreement to allow the extent that such Subsidiary is to become be joined as a Borrower hereunder), with respect as applicable, which joinder shall include such provisions as Agent shall consider necessary or desirable for the inclusion of such Subsidiary as a Borrower or other Loan Party including such provisions as are necessary or desirable to this Agreementreflect the formation of such Subsidiary under the laws of a jurisdiction other than Canada or the location of Collateral outside of Canada) and with respect to a guarantee of the Security AgreementObligations, if required, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property Real Property Collateral subject (or required hereunder to be subject) to a mortgageMortgage, fixture filings), ) all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary (other than Excluded Property, as defined in the Canadian Security Documents); providedto the applicable Canadian Security Documents, that, the guarantee and such joinder agreements and other security documents agreements shall not be required to be provided to Agent with respect to any Obligations, if the costs to the Loan Parties of providing such Subsidiary that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (guarantee or such later date security agreements are unreasonably excessive (as permitted determined by Agent in its sole discretionconsultation with Administrative Borrower) provide in relation to the benefit to Agent a pledge agreement (or an addendum to and the Security Agreement) and appropriate certificates and powers or financing statements, pledging all Lenders of the direct security or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, only 65% of the total outstanding voting Stock of any such Subsidiary that is a Foreign Subsidiary (and none of the Stock of any Subsidiary of such Foreign Subsidiary) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), guarantee afforded thereby and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretionb) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which which, in its opinion reasonable judgment, is necessary with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance, or other documentation with respect to all Real Property Collateral owned in fee simple (for the avoidance of doubt excluding any leasehold properties) and required to be subject to a Mortgage), and (y) within 60 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), (a) cause such new Subsidiary to provide to Agent Mortgages with respect to any Real Property owned in fee simple (for the avoidance of doubt excluding any leasehold properties) of such new Subsidiary with a fair market value greater than $500,000, as well as appropriate 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 Real Property assets of such newly formed or acquired Subsidiary); and (b) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, evidence of flood certification documentation (to the extent required) or other documentation with respect to all Real Property owned in fee and subject to (or required hereunder to be subject to) a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.14 shall be constitute a Loan Document.