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 cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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. 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 cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty guaranty and the Security Agreementa guarantor security agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall 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 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 cause any such new Subsidiary (other than an Excluded Foreign Subsidiary or a Canadian Subsidiary) to provide to Administrative Agent a joinder to the Guaranty this Agreement and the Security AgreementAgreement (or the applicable U.K. Security Documents, if applicable), together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and equivalent instruments in the United Kingdom) (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to 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 any such guaranty or security provided by a Subsidiary incorporated outside the Guaranty, United States shall support only the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryU.K. Obligations, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statementsstatements (and equivalent instruments in the United Kingdom), hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Administrative Agent; provided , provided, that only in the case of a first tier foreign Subsidiary, such pledge made to support the U.S. Obligations shall not be for more than 65% of the total outstanding such voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of ownership interest in such Foreign Subsidiary shall be required to be pledgednew Subsidiary, 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall 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, concurrent with such formation or acquisition (or such later date as permitted by the Agent in its sole discretion), the Loan Party Parties shall (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide execute and deliver to Administrative Agent and the Lenders a joinder to the Subsidiary Guaranty in the form contemplated thereby, (b) cause such new Subsidiary to execute and deliver to Agent and the Lenders a joinder to the Security AgreementAgreement in the form contemplated thereby, together with such other security documents, as well as appropriate financing statementsstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent the Required Lenders (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 , (c) provide, or cause the Guarantyapplicable Loan Party to provide, to Agent and the Lenders a pledge agreement in favor of Agent (or addendum to the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any 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 and appropriate certificates and powers or financing statements, hypothecating 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 first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedRequired Lenders, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretiond) provide to Administrative Agent and the Lenders all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative AgentAgent and the Lenders, which in its their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.14, Section 5.15 or Section 5.16 shall be constitute a Loan Document.

Formation of Subsidiaries. If Borrower or any Guarantor intends to form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall provide at least five (5) days prior written notice to Agent before forming or acquiring such Subsidiary. At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower or such Loan Party Guarantor shall (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty guaranty and the Security Agreementa guarantor security agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent Lead Lenders (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedLead Lenders, 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 AgentLead Lenders, which in its their opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall be a Loan Document. Notwithstanding the foregoing provisions of this Section 6.15, 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 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 of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty this Agreement and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document. Notwithstanding the foregoing: (i) EBITDA of any entity that becomes a Borrower pursuant to this Section 5.16 shall not be included in the calculation of TTM EBITDA for purposes of Section 2.4(c)(i) until the Required Lenders have approved such inclusion in their Permitted Discretion and (ii) the formation or acquisition of foreign subsidiaries shall not be permitted if joining any such foreign subsidiary as a Borrower results in: (1) any Lender being required to qualify to do business, register with any foreign governmental authority or otherwise seek permission or approval from any foreign governmental authority; (2) the violation of any foreign law or regulation by any Lender; or (3) any increased costs to such Lender and such costs are not Lender Group Expenses.

Formation of Subsidiaries. At Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than Immaterial Subsidiaries) or acquires any direct or indirect Subsidiary (other than Immaterial Subsidiaries) after the Closing Date, such Loan Party shall within ten (a10) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary 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) (a) cause such new Subsidiary to provide to Administrative Agent a guaranty of the Obligations, together with such security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings) and such other documentation as is necessary or reasonably desirable to grant Agent a first priority Lien (subject only to Permitted Liens,) in and to the assets of such newly formed or acquired Subsidiary to the extent not “Excluded Collateral” under the Guaranty and Security Agreement), all in form and substance reasonably satisfactory to Agent, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating 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 Agent to secure the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedObligations, 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 which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document. In addition, each newly acquired or formed Foreign Subsidiary shall be required to pledge their Voting Stock within ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), provided that, such pledge shall be limited to 66% of such Foreign Subsidiary’s Voting Stock if a pledge in excess of such percentage would result in a material adverse tax consequence to Borrower, as reasonably determined by Agent.

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 may amend Schedule 4.8(c) in accordance with Section 4.8(c) to reflect such new Subsidiary and shall (a) within 30 days of if such formation or acquisition new Subsidiary is a domestic Subsidiary, (i) cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary that does not constitute an Excluded Asset), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent and Term Loan B Representative in their Permitted Discretion (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to substantially all of the assets of such newly formed or acquired SubsidiarySubsidiary other than those constituting Excluded Assets); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary 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 discretionii) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary Agent and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedTerm Loan B Representative in their Permitted Discretion, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretioniii) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative AgentAgent and Term Loan B Representative in their Permitted Discretion, which in its their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (a) above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); and (b) if such new Subsidiary is a foreign Subsidiary, (i) provide to Agent a pledge agreement and appropriate certificates and powers, financing statements or other appropriate instruments, hypothecating all of the direct or beneficial ownership interest of such new Subsidiary not constituting Excluded Assets, in form and substance satisfactory to Agent and Term Loan B Representative in their Permitted Discretion, and (ii) provide to Agent all other documentation, including one or more opinions of counsel satisfactory to Agent and Term Loan B Representative in their Permitted Discretion, which in their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (b) above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be 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 of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a Guaranty, a joinder to the Guaranty Security Agreement and a joinder to the Security Intercompany Subordination Agreement, together with such other security documentsdocuments and joinders to such other Loan Documents as Agent may request, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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. Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Foreign Subsidiary, then, clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote and; provided, that immediately upon the amendment of the IRC to allow the pledge of a greater percentage of the voting power of capital Stock in such Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be 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 cause any such new Domestic Subsidiary to provide to Administrative Agent 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 and supplement to the Guaranty and the Security Agreement, and such other Security Documents (including Mortgages with respect to any real estate owned or leased pursuant to a ground lease by such Subsidiary), the Contribution Agreement and the Indemnity Agreement, together with such other security documents, as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretionc) provide to Administrative Agent Agent, for the benefit of the Secured Parties, a pledge agreement or supplement to the Security Agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, hypothecating 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 first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretiond) provide to Administrative Agent 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. Nothing in this Section 7.20 shall authorize any Borrower or any Subsidiary thereof to acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Section 8.3(i). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 7.20 shall be a Loan Document.Document for purposes of this Agreement. Section 7.21

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 cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty Guaranty, the applicable Security Documents (including Mortgages with respect to any Real Property of such new Subsidiary) and such of the Security Agreementother Loan Documents as Agent may request, together with such other security documentsdocuments as Agent may request, as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or and/or financing statements, 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 first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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 aboveabove (including Mortgage Policies, surveys, appraisals, phase I environmental site assessments and other documentation with respect to all property subject to a Mortgage), in each case in form and substance satisfactory to Agent. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall 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 the time that any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Effective Date, such Loan Party Guarantor shall (a) promptly provide notice to Agent and update Exhibit 4.1(P), (b) 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 (other than Excluded Subsidiaries) to provide to Administrative Agent a joinder to the Guaranty and the Security this Agreement, together with such other security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent the Required Lenders (including being sufficient to grant Administrative Agent Lenders a first priority Lien (subject to Permitted Liens) in and to the assets Collateral of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 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 and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agentthe Lenders, which in its their opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor hereunder. For purposes hereof, “Excluded Subsidiaries” means, as to any Guarantor, (a) Subsidiaries that are special purpose entities/single purpose entities, and (b) Subsidiaries not engaged in the business of selling motor vehicles and that as determined by Guarantors in their reasonable discretion unless notified by Agent in writing to the contrary, are otherwise not material to such Guarantor’s overall business operations and do not have a substantial interest in such Guarantor’s cash flow.

Formation of Subsidiaries. At Within 5 days after 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 (unless prohibited by applicable law or the Required Lenders otherwise consent) (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty this Agreement and the Security AgreementAgreement (or the applicable U.K. Security Documents, if applicable), together with such other security documentsdocuments reasonably requested by Agent (including Mortgages, if any, with respect to any Real Property of such new Subsidiary with a value in excess of $250,000), as well as appropriate financing statementsstatements (and equivalent instruments in the United Kingdom) (and with respect to all property subject to a Mortgage, if any, fixture filings), all in form and substance reasonably satisfactory to 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 any such guaranty or security provided by a Foreign Subsidiary shall support only the GuarantyU.K. Obligations; provided, the Security Agreementfurther, and that any such other security documents shall not be required to be provided to Administrative Agent pledge with respect to any Subsidiary Collateral of Borrower that is a Foreign SubsidiarySubsidiary shall be substantially in the form of a pledge provided under the laws of such jurisdiction on the Closing Date, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statementsstatements (and equivalent instruments in the United Kingdom), hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion reasonable judgment is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property with a value in excess of $250,000 subject to a Mortgage, if any). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document.

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 cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided ) (it being understood and agreed that the Guaranty, the Security Agreement, and any such other security documents Borrower or Guarantor shall not be required to be provided to Administrative Agent with respect to any Subsidiary pledge the Stock of Borrower that is a Foreign such new Subsidiary), and (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 SECTION 5.16 shall 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. If Borrower or any Guarantor intends to form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall provide at least five (5) days prior written notice to Lender. At the time that any Loan Party Borrower or such Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower or such Loan Party Guarantor shall (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent Lender a joinder to this Agreement or the Guaranty and the Guarantor Security Agreement, or cause such new Subsidiary to enter into the Guaranty and Guarantor Security Agreement (if such agreements were not previously entered into), together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary and joinders to the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent Lender (including being sufficient to grant Administrative Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of enter into, and cause such formation or acquisition new Subsidiary to enter into, an Intercompany Subordination Agreement, in form and substance satisfactory to Lender, (or such later date as permitted by Administrative Agent in its sole discretionc) provide to Administrative Agent Lender a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedLender, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretiond) provide to Administrative Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative AgentLender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall be a Loan Document.

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 cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Guaranty, Guarantor Security Agreement, and Intercompany Subordination Agreement (or joinder thereto), together with such other security documentsdocuments (including delivery of Mortgages, and satisfaction of each other requirement specified in Section 6.17 in the time periods set forth therein, with respect to any Real Property Collateral of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to 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 SubsidiarySubsidiary other than any Excluded Property); provided that the Guaranty, the Guarantor Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any direct or indirect Subsidiary of Borrower a Loan Party that is a Foreign an Excluded Subsidiary, (b) within 30 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 and appropriate certificates and powers or financing statements, 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 no such pledge shall be made with respect to any Excluded Subsidiary (other than 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary (and none 100% of the total outstanding non-voting Stock Stock) of any other CFC or CFC Holdco that is a direct Subsidiary of such Foreign Subsidiary shall be required to be pledgeda Loan Party), and (c) within 30 10 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretionAgent) 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall 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 Subsidiary is a Domestic Subsidiary, cause any such new Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the Guaranty 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, a supplement to the Security Agreement, together with and such other security documents, as well as together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (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 Administrative Agent in its sole discretion) Subsidiary to provide to the Administrative Agent a pledge agreement and appropriate certificates and powers or financing statementsAgent, hypothecating all for the benefit of the direct Lender Group, a supplement to the Pledge Agreement, pursuant to which such Credit Parties shall pledge 100% of the Equity Interests of any such Domestic Subsidiary, or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock Equity Interests, and 100% of the nonvoting Equity Interests, of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required Subsidiary, together with all certificates evidencing such Equity Interests and appropriate instruments of transfer with respect thereto, all in form and substance reasonably satisfactory to be pledgedthe Administrative Agent, 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 the Administrative Agent 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. Nothing in this Section 6.20 shall authorize any Credit Party or any Subsidiary of a Credit Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant toin violation of Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.20 shall be a “Loan Document” for purposes of this Agreement.

Formation of Subsidiaries. At the time that (or, in the case of an Immaterial Subsidiary, on or within 60 days after) any Loan Party Borrower or any Guarantor forms any direct or indirect Subsidiary 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 cause any such new Subsidiary to provide to Administrative Agent a joinder to this Agreement or the Guaranty and the Guarantor Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory (unless such Subsidiary is a CFC in which case the pledge of such ownership interest will be limited to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary the CFC), in form and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required substance satisfactory to be pledgedAgent, 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall be a Loan Document.”

Formation of Subsidiaries. At the time that any Loan Party forms of the formation of any direct or indirect Subsidiary of the Borrower after the Agreement Date or acquires the acquisition of any direct or indirect Subsidiary of the Borrower after the Closing Agreement Date, such Loan Party the Borrower Parties, as appropriate, shall (a) within 30 days of such formation or acquisition cause any such new Domestic Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit I (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, together with and such other security documentsdocuments (including, as well as without limitation, Mortgages with respect to any real estate owned by such Subsidiary), together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to the Administrative Agent Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, hypothecating 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 that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to the Administrative Agent 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. Nothing in this Section 6.21 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.21 shall 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 or acquires the acquisition of any direct or indirect Subsidiary of any Borrower after the Closing DateAgreement Date which is permitted under this Agreement Party, such Loan Party the Borrower Parties, as appropriate, shall (a) within 30 days of such formation or acquisition cause any such new Domestic Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit M attached hereto (each a "Guaranty and Supplement"), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3, a supplement to the Security Agreement, together with and such other security documentsdocuments (including, as well as without limitation, Mortgages with respect to any real estate owned by such Subsidiary), together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to the Administrative Agent Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, hypothecating 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 provided, however, that only with respect to any new Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65% %) of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary Equity Interests of such Foreign Subsidiary shall be required to be pledgedSubsidiary, 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 the Administrative Agent 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. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.21 shall be a "Loan Document" for purposes of this Agreement.

Formation of Subsidiaries. At (i) Promptly notify the time that Lender not less than 30 days prior to the date any Loan Party Company forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (including without limitation in connection with a Permitted Acquisition) after the Closing Date, such Loan Party shall (aii) within 30 days of concurrently with such formation or acquisition acquisition, cause any such new Subsidiary to provide to Administrative Agent the Lender a joinder to this Agreement and the Guaranty (unless such Subsidiary is not organized under the laws of the United States or any political subdivision or territory thereof) and (iii) on or before the Security Agreement, together 90th day (or such later date as the Lender may determine in its reasonable discretion) following such date such Company shall (a) cause such new Subsidiary to provide to the Lender such security documents (including Mortgages with respect to any Real Property of such other security documentsnew Subsidiary), as well as appropriate UCC-1 or other financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent the Lender (including being sufficient to grant Administrative Agent the Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary 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 the Lender a pledge agreement and appropriate certificates and powers or UCC-1 or other financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of Lender, (c) provide to the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required Lender an amendment to be pledged, Schedules 5.8(b) and (c) within 30 days of such formation or acquisition ), in form and substance satisfactory to the Lender and (or such later date as permitted by Administrative Agent in its sole discretiond) provide to Administrative Agent the Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agentthe Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall be a Loan Document. Nothing contained in this Section 6.15 shall constitute a consent by the Lender to the formation or acquisition of a Subsidiary by a Company.

Formation of Subsidiaries. At the time that any Loan Party forms of the formation of any direct or indirect Subsidiary of any Borrower or acquires the acquisition of any direct or indirect Subsidiary of any Borrower after the Closing DateAgreement Date which is permitted under this Agreement Party, such Loan Party the Borrower Parties, as appropriate, shall (a) within 30 days of such formation or acquisition cause any such new Domestic Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit M attached hereto (each a "Guaranty and Supplement"), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3, a supplement to the Security Agreement, together with and such other security documentsdocuments (including, as well as without limitation, Mortgages with respect to any real estate owned by such Subsidiary), together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to the Administrative Agent Agent, for the benefit of the Lender Group, a pledge agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, hypothecating 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 provided, however, that only with respect to any new Foreign Subsidiary (including US Ben Xxxxxxx Holdco), such pledge shall be limited to sixty-five percent (65% %) of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary Equity Interests of such Foreign Subsidiary shall be required to be pledgedSubsidiary, 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 the Administrative Agent 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. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.21 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, such Loan Credit Party shall shall, as Agent may request (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder hereto, to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary having a value of $250,000 or more) and joinders to such other Loan Documents as Agent may request, as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent in its Permitted Discretion (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or and/or financing statements, 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 first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedAgent in its Permitted Discretion, 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 AgentAgent in its Permitted Discretion, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued by a Credit Party pursuant to this Section 5.11 5.16 shall be a Loan Document. Notwithstanding the foregoing, if (x) a Subsidiary that is so formed or acquired is a Controlled Foreign Corporation, then clause (a) of the immediately preceding sentence shall not be applicable and, with respect to clause (b) of the immediately preceding sentence, such pledge shall be limited to 65% of the voting power of all classes of capital Stock of such Subsidiary entitled to vote and 100% of all other classes of Stock of such Subsidiary; provided, that immediately upon any amendment of the IRC that would allow the pledge of a greater percentage of the voting power of capital Stock in such Subsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward or (y) at the time of acquisition of any such direct or indirect Subsidiary, the Credit Party acquiring such Subsidiary delivers to Agent a certificate, duly executed by the chief financial officer of such Credit Party indicating that such Subsidiary is to be merged into a Credit Party, then, unless such merger has not occurred within 30 days after the date of acquisition of such Subsidiary (or, if such acquisition constituted a Permitted Non-Cash Acquisition, 60 days after the date of such acquisition), such Subsidiary shall not be required to execute any joinder or other such documentation as otherwise required by this Section 5.16; provided, however, with respect to any such Subsidiary to be merged into a Credit Party, all certificates evidencing the Stock of such Subsidiary, if any, shall be delivered to Agent along with all related documentation required under this Section 5.16 within 5 Business Days of the acquisition of such Subsidiary.

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 cause any such new Domestic Subsidiary to provide to Administrative Agent 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 and supplement to the Guaranty and the Security Agreement, and such other Security Documents (including Mortgages with respect to any real estate owned or leased pursuant to a ground lease by such Subsidiary), the Contribution Agreement and the Indemnity Agreement, together with such other security documents, as well as appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretionc) provide to Administrative Agent Agent, for the benefit of the Secured Parties, a pledge agreement or supplement to the Security Agreement and appropriate certificates and powers or Uniform Commercial Code financing statements, hypothecating 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 first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretiond) provide to Administrative Agent 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. Nothing in this Section 7.20 shall authorize any Borrower or any Subsidiary thereof to acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Section 8.3(i). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 7.20 shall be a Loan Document.Document for purposes of this Agreement. 121

Formation of Subsidiaries. At To the extent permitted under this Agreement, if 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 Date, within ten (10) Business Days following formation or acquisition, Borrower or such Loan Party Guarantor shall (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary when required to satisfy the requirements of Section 5.16), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including including, if requested by Agent, 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage, subject to any limitation expressly set forth in Section 5.22); provided however, that the foregoing obligations shall not apply to any Subsidiary prior to such time as it owns assets with more than a de minimus value. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document.

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, such Loan Credit Party shall shall, as Agent may request in its Permitted Discretion, (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder hereto, to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any owned Real Property of such new Subsidiary having a fair market value of $500,000 or more for any one location or $1,000,000 in the aggregate for all such Real Property) and joinders to such other Loan Documents as Agent may request in its Permitted Discretion, as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent in its Permitted Discretion (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or and/or financing statements, hypothecating 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 first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedAgent in its Permitted Discretion, 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 Agent in its opinion is appropriate Permitted Discretion with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document. 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; 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 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 to this Agreement and provide to the Guaranty and Tranche A Collateral Agent a joinder to the Security AgreementTranche A Collateral Documents, together with such other security documentsdocuments (including mortgages with respect to any owned Real Property), as well as appropriate financing statementsstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent and the Tranche A Collateral Agent (including being sufficient to grant Administrative 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 the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower 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, and (c) within 10 Business Days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative 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 aboveabove (including policies of title insurance (with coverage amounts reasonably acceptable to Administrative Agent) or other documentation with respect to all owned Real Property). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall 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. 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 (10) days of such event (or such later date as permitted by Administrative Agent in its sole discretion) (a) within 30 days of unless such formation or acquisition Subsidiary is an Excluded Subsidiary, cause any such new Subsidiary (i) if Administrative Borrower requests, subject to the consent of Administrative Agent, that such Subsidiary be joined as a Borrower hereunder, to provide to Administrative Agent a Joinder to this Agreement, and (ii) to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, in each case, together with such other security documentsagreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Administrative 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, hypothecating 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 first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including the 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 aboveabove (including policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

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 Date, other than (i) any such Loan Party Subsidiary that has been properly designated as an Unrestricted Subsidiary in accordance with the terms of this Agreement (so long as any such Subsidiary continues to constitute an Unrestricted Subsidiary), (ii) any Foreign Subsidiary that is not a Material Foreign Subsidiary, and (iii) any Subsidiary of a Foreign Subsidiary, within ten (10) Business days of the date when such Subsidiary is acquired or created, unless the Required Lenders elect otherwise, Borrower or such Guarantor shall (a) within 30 days of such formation or acquisition cause any such new Subsidiary which is a Domestic Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Guarantor Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, hypothecating all such amount of the direct or beneficial ownership interest in such new Subsidiary reasonably as is permissible under the definition of Collateral under the Guarantor Security Agreement, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion Permitted Discretion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall 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) within 30 20 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 to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $500,000), as well as appropriate financing statementsstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Foreign Subsidiary of Borrower that or any Inactive Subsidiary so long as the negative pledge in Section 6.2 is a Foreign Subsidiaryin effect, (b) within 30 20 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% none of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedpledged to Agent so long as the negative pledge in Section 6.2 is in effect, and (c) within 30 20 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 aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall 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 Subsidiary is a Domestic Subsidiary, cause any such new Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the Guaranty 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, a supplement to the Security Agreement, together with and such other security documents, as well as together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (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 Administrative Agent in its sole discretion) Subsidiary to provide to the Administrative Agent a pledge agreement and appropriate certificates and powers or financing statementsAgent, hypothecating all for the benefit of the direct Lender Group, a supplement to the Pledge Agreement, pursuant to which such Credit Parties shall pledge 100% of the Equity Interests of any such Domestic Subsidiary, or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock Equity Interests, and 100% of the nonvoting Equity Interests, of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required Subsidiary, together with all certificates evidencing such Equity Interests and appropriate instruments of transfer with respect thereto, all in form and substance reasonably satisfactory to be pledgedthe Administrative Agent, 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 the Administrative Agent 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. Nothing in this Section 6.20 shall authorize any Credit Party or any Subsidiary of a Credit Party to form or acquire any Subsidiary absent express authorization to so form or acquire such Subsidiary pursuant to Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.20 shall be a “Loan Document” for purposes of this Agreement.

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 Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security documentsagreements (including mortgages with respect to any Real Property owned in fee of such new wholly-owned Domestic Subsidiary with a fair market value greater than $1,000,000), as well as authorizations to file all appropriate financing statementsstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to 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 wholly-owned Domestic Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation provide, or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide cause the applicable Loan Party to Administrative provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, hypothecating pledging all of the direct or beneficial ownership interest in such each new Subsidiary in form and substance reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock Equity Interests of any first tier Foreign Subsidiary of Borrower that is a Foreign Subsidiary any Loan Party (and none of the total outstanding voting Stock Equity Interests of any other Subsidiary of such any Foreign Subsidiary of any Loan Party) shall be required to be pledgedpledged (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 Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be constitute a Loan Document.

Formation of Subsidiaries. (a) At the time that any Loan Party Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Closing Date or any Domestic Inactive Subsidiary ceases to be an Inactive Subsidiary after the Closing Date, such Loan Party shall (ai) within 30 days of such formation or acquisition cause any such new Subsidiary or former Inactive Subsidiary to provide to Administrative Agent a joinder to the Guaranty this Agreement and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary 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 discretionii) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary or former Inactive Subsidiary, in form and substance reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretioniii) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); provided, however, that no Borrower or Guarantor shall be required to cause a Subsidiary which is a controlled foreign corporation as defined in Section 957 of the Internal Revenue Code (a “CFC”) to provide a joinder to this Agreement or pledge its stock (except Borrower or Guarantors must pledge 100% of the non-voting stock and 65% of the voting stock of any first-tier CFC). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16(a) shall be 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 of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty this Agreement and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document. Notwithstanding the foregoing, the Recurring Revenues of any entity that becomes a Borrower pursuant to this Section shall not be included in the calculation of the Borrowing Base until the Lenders have approved such inclusion in their Permitted Discretion.

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 may amend Schedule 4.8(c) in accordance with Section 4.8(c) to reflect such new Subsidiary and shall (a) within 30 days of if such formation or acquisition new Subsidiary is a domestic Subsidiary, (i) cause any such new Subsidiary to provide to Administrative Agent the Guaranty (or a joinder thereto) and a joinder to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including, if requested by Agent, Mortgages with respect to any Real Property of such new Subsidiary that does not constitute an Excluded Asset), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent in their Permitted Discretion (including being sufficient to grant Administrative Agent a first priority Second Priority Lien (subject to Permitted Liens) in and to substantially all of the assets of such newly formed or acquired SubsidiarySubsidiary other than those constituting Excluded Assets); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary 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 discretionii) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledgedAgent in their Permitted Discretion, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretioniii) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative AgentAgent in their Permitted Discretion, which in its their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (a) above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); and (b) if such new Subsidiary is a foreign Subsidiary, (i) provide to Agent a pledge agreement and appropriate certificates and powers, financing statements or other appropriate instruments, hypothecating all of the direct or beneficial ownership interest of such new Subsidiary not constituting Excluded Assets, in form and substance satisfactory to Agent in their Permitted Discretion, and (ii) provide to Agent all other documentation, including one or more opinions of counsel satisfactory to Agent in their Permitted Discretion, which in their reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in this clause (b) above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document.

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 cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreementin each case, together with such other security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary 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), notify Administrative Agent after any Loan Party (i) provide 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 such Subsidiary to (A) become a Guarantor by delivering to the Administrative Agent a pledge duly executed joinder agreement 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, (C) deliver to the Administrative Agent such opinions, 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 certificates and stock or other transfer powers or financing statementsevidencing the Equity Interests of such Person as and to the extent required by the applicable documents, hypothecating (E) deliver to the Administrative Agent such updated Schedules to the applicable documents as requested by the Administrative Agent with respect to such Subsidiary, and (F) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all of the direct or beneficial ownership interest in such new Subsidiary form, content and scope reasonably satisfactory to the Administrative Agent; provided that only 65% of . Notwithstanding anything to the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary contrary, the Loan Parties shall execute and none of deliver to the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion is appropriate with respect to for the execution and delivery benefit of the applicable documentation referred to above. 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 A Borrower may only form a direct or indirect Subsidiary or acquire a direct or indirect Subsidiary after the time Filing Date with the prior written consent of Agent; provided, that the Borrowers may not cause the Restricted Subsidiary to form a direct or indirect Subsidiary or acquire a direct or indirect Subsidiary. If any Loan Party forms Borrower desires to form any direct or indirect Subsidiary or acquires acquire any direct or indirect Subsidiary after the Closing Filing Date, then prior to such Loan Party formation or acquisition, such Borrower shall provide not less than 10 Business Days prior written notice of such Borrower's intention to form or acquire, as the case may be, such direct or indirect Subsidiary to Agent requesting Agent's consent to such formation. If Agent, in its sole discretion, elects to grant its consent to such formation or acquisition, such Borrower shall (a) within 30 days of such formation or acquisition cause any such new Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security this Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryAgent, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably Subsidiary, in form and substance satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, documentation which in its reasonable opinion is necessary or appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.13 shall 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 with respect to any new Domestic Subsidiaries, cause any such new Domestic Subsidiary to provide to Administrative Agent a joinder to the Guaranty and the Security Agreement, together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Domestic Subsidiary), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to 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 Domestic Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign Subsidiary, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating (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 Administrative Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of such Foreign Subsidiary shall be required to be pledged, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent all other documentation, including 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage); provided, however, that this Section 5.16 shall not apply with respect to any Subsidiary formed by any Borrower or Guarantor after the Closing Date to the extent such Subsidiary does not hold material assets or generate material revenue, as determined by Agent in its absolute and sole discretion. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall 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 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 promptly and in in any event within 30 days after the formation, acquisition or change in status thereof, (a) within 30 days of such formation or acquisition cause any such new Subsidiary (other than an Excluded Foreign Subsidiary or a Canadian Subsidiary) to provide to Administrative Agent a joinder to the Guaranty this Agreement and the Security AgreementAgreement (or the applicable U.K. Security Documents, if applicable), together with such other security documentsdocuments (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statementsstatements (and equivalent instruments in the United Kingdom) (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to 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 any such guaranty or security provided by a Subsidiary incorporated outside the Guaranty, United States shall support only the Security Agreement, and such other security documents shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Borrower that is a Foreign SubsidiaryU.K. Obligations, (b) within 30 days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statementsstatements (and equivalent instruments in the United Kingdom), hypothecating all of the direct or beneficial ownership interest in such new Subsidiary Subsidiary, in form and substance reasonably satisfactory to Administrative Agent; provided , provided, that only in the case of a first tier foreign Subsidiary, such pledge made to support the U.S. Obligations shall not be for more than 65% of the total outstanding such voting Stock of any first tier Subsidiary of Borrower that is a Foreign Subsidiary and none of the total outstanding voting Stock of any other Subsidiary of ownership interest in such Foreign Subsidiary shall be required to be pledgednew Subsidiary, 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 aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall be a Loan Document.”