Common use of Formation of Subsidiaries Clause in Contracts

Formation of Subsidiaries. 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, Borrower shall cause such new Subsidiary to provide to Administrative Agent a guaranty and a guarantor security agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 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. 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 Administrative Agent with at least 10 five (5) days prior written notice to Administrative Agent before forming or acquiring such SubsidiaryAgent. At the time that any Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower or such Guarantor shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder to the Guaranty and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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) (it being understood and agreed that any such Borrower or Guarantor shall not be required to pledge the Stock of such new Subsidiary), and (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section SECTION 5.16 shall be a Loan Document. Notwithstanding the foregoing provisionprovisions of this SECTION 5.16, Lenders Agent shall not be obligated to consent to any such formation or acquisition of a subsidiary Subsidiary unless such formation or acquisition is not prohibited otherwise expressly permitted hereunder.

Formation of Subsidiaries. If At the time that any Borrower intends to form forms 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 Borrower shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder to this Agreement and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the foregoing provision, Lenders foregoing: (i) EBITDA of any entity that becomes a Borrower pursuant to this Section 5.16 shall not be obligated to consent to any 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 subsidiary unless 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 formation or acquisition is Lender and such costs are not prohibited hereunderLender Group Expenses.

Formation of Subsidiaries. If At the time that any Borrower intends to form or any Guarantor forms 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 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) if such new Subsidiary is a domestic Subsidiary, (i) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder to the Guaranty and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new SubsidiarySubsidiary that does not constitute an Excluded Asset), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (bii) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative AgentAgent and Term Loan B Representative in their Permitted Discretion, and (ciii) provide to Administrative Agent all other documentation, including one or more opinions of counsel 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 5.16 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. If At the time that any Borrower intends to form or any Guarantor forms 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 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) if such new Subsidiary is a domestic Subsidiary, (i) cause such new Subsidiary to provide to Administrative Agent the Guaranty (or a guaranty joinder thereto) and a guarantor security agreementjoinder to the Security Agreement, together with such other security documents (including including, if requested by Agent, Mortgages with respect to any Real Property of such new SubsidiarySubsidiary that does not constitute an Excluded Asset), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (bii) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative AgentAgent in their Permitted Discretion, and (ciii) provide to Administrative Agent all other documentation, including one or more opinions of counsel 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 5.16 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. If Borrower intends to form At the time that any Credit Party forms 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, Borrower shall such Credit Party shall, as Agent may request in its Permitted Discretion, (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder hereto, to the Guaranty and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any owned Real Property of such new Subsidiary)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 statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance 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), (b) 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, in form and substance satisfactory to Administrative AgentAgent in its Permitted Discretion, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel 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 above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the foregoing provisionforegoing, Lenders 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 obligated applicable and, with respect to consent 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 such formation or acquisition amendment of the IRC that would allow the pledge of a subsidiary unless greater percentage of the voting power of capital Stock in such formation or acquisition is not prohibited hereunderSubsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward.

Formation of Subsidiaries. If Borrower intends to form On or before the earlier of (x) ten (10) Business Days after the date of the formation of any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary of a Borrower after the Closing Date, Date as expressly permitted by Section 8.3(i) and (y) the date on which such Subsidiary of a Borrower shall provide Administrative Agent with at least 10 days prior written notice obtains any assets (other than the minimum amount of capitalization required by Applicable Law to Administrative Agent before forming or acquiring form such Subsidiary. At the time Borrower forms or acquires any direct or indirect Subsidiary after the Closing Date), Borrower Borrowers, as appropriate, shall (a) cause such new Domestic Subsidiary to provide to Administrative Agent Agent, for the benefit of the Secured Parties, a guaranty Joinder, pursuant to which such new Domestic Subsidiary shall agree to join as a Borrower of the Obligations and a guarantor security agreementLoan Party under this Agreement and the Notes, together with (b) cause such new Domestic Subsidiary to provide to Administrative Agent, for the benefit of the Secured Parties, a joinder and supplement to the Security Agreement, and such other security documents Security Documents (including Mortgages with respect to any Real Property of real estate owned or leased pursuant to a ground lease by such new Subsidiary), as well as the Contribution Agreement and the Indemnity Agreement, together with appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to 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)Agent, (bc) 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, in form and substance satisfactory to Administrative Agent, and (cd) provide to Administrative Agent Agent, for the benefit of the Secured Parties, all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies of title insurance above. Nothing in this Section 7.20 shall authorize any Borrower or other documentation with respect any Subsidiary thereof to all property subject acquire any Subsidiary absent express authorization to a Mortgageso form or acquire such Subsidiary pursuant to Section 8.3(i). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.16 7.20 shall be a Loan DocumentDocument for purposes of this Agreement. 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.Section 7.21

Formation of Subsidiaries. If Borrower intends to form At the time that any Loan Party forms 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, Borrower such Loan Party shall (a) within 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 guaranty joinder to the Guaranty and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages mortgages with respect to any Real Property owned in fee of such new SubsidiarySubsidiary with a fair market value of at least $500,000), as well as appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form and substance reasonably satisfactory to 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 Agent with respect to any Foreign Subsidiary or any Inactive Subsidiary so long as the negative pledge in Section 6.2 is in effect, (b) within 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance Subsidiary reasonably satisfactory to Administrative Agent; provided that none of the Stock of any Foreign Subsidiary shall be required to be pledged to Agent so long as the negative pledge in Section 6.2 is in effect, and (c) within 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 5.11 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. If At the time that any Borrower intends to form or any Guarantor forms 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 Borrower or such Guarantor shall (a) with respect to any new Domestic Subsidiaries, cause such new Domestic Subsidiary to provide to Administrative Agent a guaranty joinder to the Guaranty and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Domestic Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) 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 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, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 5.16 shall be a Loan Document. Notwithstanding the foregoing provision, Lenders The provisions of this Section 5.16 shall not be obligated deemed to be implied consent to any such formation or acquisition action otherwise prohibited by the terms and conditions of a subsidiary unless such formation or acquisition is not prohibited hereunderthis Agreement.

Formation of Subsidiaries. If Borrower intends to form will, at the time that any Loan Party forms 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 (other than Immaterial Subsidiaries) or acquires any direct or indirect Subsidiary (other than Immaterial Subsidiaries) after the Closing Date, Borrower shall within ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Administrative Agent a guaranty and a guarantor security agreementof the Obligations, together with such other security documents agreements (including Mortgages mortgages with respect to any Real Property owned in fee of such new SubsidiarySubsidiary with a fair market value greater than $500,000), as well as appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form ) and substance satisfactory to Administrative Agent (including being sufficient such other documentation as is necessary or reasonably desirable to grant Administrative Agent a first priority Lien (subject only to Permitted Liens,) in and to the assets of such newly formed or acquired SubsidiarySubsidiary to the extent not “Excluded Collateral” under the Guaranty and Security Agreement), all in form and substance reasonably satisfactory to Agent, (b) provide provide, or cause the applicable Loan Party to Administrative 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, Subsidiary in form and substance reasonably satisfactory to Administrative AgentAgent to secure the Obligations, and (c) 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 above (including policies of title insurance or other documentation with respect to all property Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 5.11 shall be constitute a Loan Document. Notwithstanding the foregoing provisionIn addition, Lenders each newly acquired or formed Foreign Subsidiary shall not be obligated required to consent to any 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 subsidiary unless pledge in excess of such formation or acquisition is not prohibited hereunderpercentage would result in a material adverse tax consequence to Borrower, as reasonably determined by Agent.

Formation of Subsidiaries. If (a) At the time that any Borrower intends to form or any Guarantor forms any direct or indirect Domestic Subsidiary or acquire 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, Borrower such Loan Party 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, Borrower shall (i) cause such new Subsidiary or former Inactive Subsidiary to provide to Administrative Agent a guaranty joinder to this Agreement and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to 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), (bii) 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, and (ciii) 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 above (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 5.16 5.16(a) 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. If Borrower intends to form Promptly upon the formation or acquisition of any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing DateMaterial Subsidiary, Borrower shall provide the Administrative Agent and the Lenders notice thereof and timely comply with at least 10 days prior written notice the requirements hereof. In the event that any Subsidiary of Borrower existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Subsidiary, or in the event that any Person becomes a Material Subsidiary of Borrower after the date hereof, Borrower will promptly notify Administrative Agent of that fact and cause such Material Subsidiary to (i) deliver certified copies of its Organizational Documents to Administrative Agent before forming or acquiring such Subsidiary. At the time Borrower forms or acquires any direct or indirect Subsidiary after the Closing DateAgent, Borrower shall cause such new Subsidiary to provide (ii) execute and deliver to Administrative Agent a guaranty counterpart of the Subsidiary Guaranty and a guarantor security agreementSecurity Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory iii) deliver to Administrative Agent evidence of incumbency and authority for such Material Subsidiary to enter into such Loan Documents and (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liensiv) in take all such further actions and to the assets of execute all such newly formed or acquired Subsidiary), (b) provide to Administrative Agent a pledge agreement further documents and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiaryinstruments as may be necessary or, in form and substance satisfactory to the opinion of Administrative Agent, and (c) provide desirable to Administrative Agent all other documentation, including one or more opinions create in favor of counsel satisfactory to Administrative Agent, which for the benefit of Lenders, a valid and perfected First Priority lien on the Collateral of such Material Subsidiary described in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies forms 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 5.16 shall be a Loan DocumentCollateral Documents. Notwithstanding the foregoing provisionforegoing, Lenders (x) in no event shall not any Financing Subsidiary or Insurance Subsidiary be obligated required to consent guarantee the Obligations or execute the Subsidiary Guaranty or Security Agreement, and (y) in no event shall Sav Max be required to any guarantee the Obligations or execute the Subsidiary Guaranty or Security Agreement prior to September 28, 2013 or, if Sav Max is dissolved before such formation or acquisition of a subsidiary unless such formation or acquisition is not prohibited hereunderdate, ever.

Formation of Subsidiaries. If Borrower intends to form At the time of the formation of any direct or indirect Subsidiary of the Borrower after the Agreement Date or acquire the acquisition of any direct or indirect Subsidiary of the Borrower after the Closing Agreement Date, the Borrower Parties, as appropriate, 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, Borrower shall (a) cause such new Domestic Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a guaranty joinder and supplement to this Agreement substantially in the form of Exhibit I (each, a guarantor security agreement“Guaranty Supplement”), together with pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Security Agreement, and such other security documents (including including, without limitation, Mortgages with respect to any Real Property of real estate owned by such new Subsidiary), as well as together with appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to 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)Agent, (b) 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 SubsidiarySubsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent, and (c) provide to the Administrative Agent Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.21 shall authorize any Borrower Party or any Subsidiary of title insurance a Borrower Party to form or other documentation with respect acquire any Subsidiary absent express authorization to all property subject so form or acquire such Subsidiary pursuant to a Mortgage)Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.16 6.21 shall be a “Loan Document. Notwithstanding the foregoing provision, Lenders shall not be obligated to consent to any such formation or acquisition ” for purposes of a subsidiary unless such formation or acquisition is not prohibited hereunder.this Agreement

Formation of Subsidiaries. If Borrower intends (i) Promptly notify the Lender not less than 30 days prior to form the date any Company forms 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 (including without limitation in connection with a Permitted Acquisition) after the Closing Date, Borrower shall (ii) concurrently with such formation or acquisition, cause such new Subsidiary to provide to Administrative Agent the Lender a guaranty joinder to this Agreement and a guarantor security agreement, together with the Guaranty (unless such other Subsidiary is not organized under the laws of the United States or any political subdivision or territory thereof) and (iii) on or before the 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 new Subsidiary), as well as appropriate UCC-1 or other financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance 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), (b) 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, in form and substance satisfactory to Administrative Agentthe Lender, and (c) provide to Administrative Agent the Lender an amendment to Schedules 5.8(b) and (c), in form and substance satisfactory to the Lender and (d) provide to the Lender all other documentation, including one or more opinions of counsel satisfactory to Administrative Agentthe Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.15 shall be a Loan Document. Notwithstanding Nothing contained in this Section 6.15 shall constitute a consent by the foregoing provision, Lenders shall not be obligated Lender to consent to any such the formation or acquisition of a subsidiary unless such formation or acquisition is not prohibited hereunderSubsidiary by a Company.

Formation of Subsidiaries. If Borrower intends to form At the time of the formation of any direct or indirect Subsidiary of any Borrower or acquire the acquisition of any direct or indirect Subsidiary of any Borrower after the Closing DateAgreement Date which is permitted under this Agreement Party, the Borrower Parties, as appropriate, 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, Borrower shall (a) cause such new Domestic Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a guaranty joinder and supplement to this Agreement substantially in the form of Exhibit M attached hereto (each a guarantor security agreement"Guaranty Supplement"), together with 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, and such other security documents (including including, without limitation, Mortgages with respect to any Real Property of real estate owned by such new Subsidiary), as well as together with appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to 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)Agent, (b) 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 SubsidiarySubsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that with respect to any new Foreign Subsidiary (including US Ben Xxxxxxx Holdco), such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Subsidiary, and (c) provide to the Administrative Agent Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.16 6.21 shall be a "Loan Document. Notwithstanding the foregoing provision, Lenders shall not be obligated to consent to any such formation or acquisition " for purposes of a subsidiary unless such formation or acquisition is not prohibited hereunderthis Agreement.

Formation of Subsidiaries. If Borrower intends to form Borrowers will, at the time that any Loan Party forms 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, Borrower shall within 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 guaranty joinder to the Guaranty and a guarantor security agreementSecurity Agreement, together with such other security documents agreements (including Mortgages mortgages with respect to any Real Property owned in fee of such new Subsidiarywholly-owned Domestic Subsidiary with a fair market value greater than $1,000,000), as well as authorizations to file all appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired wholly-owned Domestic Subsidiary), (b) provide provide, or 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, Subsidiary in form and substance reasonably satisfactory to Administrative Agent; provided that only 65% of the total outstanding voting Equity Interests of any first tier Foreign Subsidiary of any Loan Party (and none of the Equity Interests of any Subsidiary of any Foreign Subsidiary of any Loan Party) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to 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 above (including policies of title insurance or other documentation with respect to all property Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 5.11 shall be constitute 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. If At the time that Borrower intends to form forms 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, Borrower shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty Guaranty, a joinder to the Security Agreement and a guarantor security agreementjoinder to the Intercompany Subordination Agreement, together with such other security documents (including Mortgages with respect and joinders to any Real Property of such new Subsidiary)other Loan Documents as Agent may request, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance satisfactory to 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), (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above above. Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired is a Foreign Subsidiary, then, clause (including policies a) of title insurance or other documentation 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 property subject 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 Mortgage)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 5.16 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. If Within 5 days after the time that any Borrower intends to form or any Guarantor forms 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, Borrower such Loan Party shall (unless prohibited by applicable law or the Required Lenders otherwise consent) (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder to this Agreement and a guarantor security agreementthe Security Agreement (or the applicable U.K. Security Documents, if applicable), together with such other security documents reasonably requested by Agent (including Mortgages Mortgages, if any, with respect to any Real Property of such new SubsidiarySubsidiary with a value in excess of $250,000), as well as appropriate financing statements (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 U.K. Obligations; provided, further, that any such pledge with respect to Collateral of a Foreign Subsidiary shall be substantially in the form of a pledge provided under the laws of such jurisdiction on the Closing Date, (b) provide to 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, in form and substance reasonably satisfactory to Administrative Agent, and (c) 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 above (including policies of title insurance or other documentation with respect to all property 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 5.16 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. If Borrower intends to form At the time that any Credit Party forms 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, Borrower shall such Credit Party shall, as Agent may request (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder hereto, to the Guaranty and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary)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 statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance 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), (b) 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, in form and substance satisfactory to Administrative AgentAgent in its Permitted Discretion, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel 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 above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued by a Credit Party pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the foregoing provisionforegoing, Lenders 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 obligated applicable and, with respect to consent 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 formation or 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 a subsidiary unless such formation or acquisition is not prohibited hereunderSubsidiary.

Formation of Subsidiaries. If Borrower intends to form On or before the earlier of (x) ten (10) Business Days after the date of the formation of any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary of a Borrower after the Closing Date, Date as expressly permitted by Section 8.3(i) and (y) the date on which such Subsidiary of a Borrower shall provide Administrative Agent with at least 10 days prior written notice obtains any assets (other than the minimum amount of capitalization required by Applicable Law to Administrative Agent before forming or acquiring form such Subsidiary. At the time Borrower forms or acquires any direct or indirect Subsidiary after the Closing Date), Borrower Borrowers, as appropriate, shall (a) cause such new Domestic Subsidiary to provide to Administrative Agent Agent, for the benefit of the Secured Parties, a guaranty Joinder, pursuant to which such new Domestic Subsidiary shall agree to join as a Borrower of the Obligations and a guarantor security agreementLoan Party under this Agreement and the Notes, together with (b) cause such new Domestic Subsidiary to provide to Administrative Agent, for the benefit of the Secured Parties, a joinder and supplement to the Security Agreement, and such other security documents Security Documents (including Mortgages with respect to any Real Property of real estate owned or leased pursuant to a ground lease by such new Subsidiary), as well as the Contribution Agreement and the Indemnity Agreement, together with appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to 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)Agent, (bc) 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, in form and substance satisfactory to Administrative Agent, and (cd) provide to Administrative Agent Agent, for the benefit of the Secured Parties, all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies of title insurance above. Nothing in this Section 7.20 shall authorize any Borrower or other documentation with respect any Subsidiary thereof to all property subject acquire any Subsidiary absent express authorization to a Mortgageso form or acquire such Subsidiary pursuant to Section 8.3(i). Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.16 7.20 shall be a Loan DocumentDocument for purposes of this Agreement. 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.121

Formation of Subsidiaries. If To the extent permitted under this Agreement, if at the time that Borrower intends to form or any Guarantor forms 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, within ten (10) Business Days following formation or acquisition, Borrower or such Guarantor shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder to the Guaranty and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new SubsidiarySubsidiary when required to satisfy the requirements of Section 5.16), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including 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 above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage, subject to any limitation expressly set forth in Section 5.22); 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 5.16 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. If Borrower intends to form Within thirty (30) days of either the formation of any direct or indirect Subsidiary of any Credit Party after the Agreement Date or acquire the acquisition of any direct or indirect Subsidiary of any Credit Party after the Closing Agreement Date, Borrower the Credit Parties, as appropriate, shall provide Administrative Agent with at least 10 days prior written notice to Administrative Agent before forming or acquiring (a) if such Subsidiary is a Domestic Subsidiary. At the time Borrower forms or acquires any direct or indirect Subsidiary after the Closing Date, Borrower shall cause such new Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a guaranty joinder and supplement to this Agreement substantially in the form of Exhibit I (each, a guarantor “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, and such other security agreementdocuments, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary)Agent, (b) cause the Credit Party or Credit Parties that own such Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a supplement to the Pledge Agreement, pursuant to which such Credit Parties shall pledge agreement 100% of the Equity Interests of any such Domestic Subsidiary, or 65% of the voting Equity Interests, and 100% of the nonvoting Equity Interests, of any such Foreign Subsidiary, together with all certificates evidencing such Equity Interests and appropriate certificates and powers or financing statementsinstruments of transfer with respect thereto, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, and (c) provide to the Administrative Agent Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.20 shall authorize any Credit Party or any Subsidiary of title insurance a Credit Party to form or other documentation with respect acquire any Subsidiary absent express authorization to all property subject to a Mortgage)so form or acquire such Subsidiary pursuant toin violation of Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.16 6.20 shall be a “Loan Document. Notwithstanding the foregoing provision, Lenders shall not be obligated to consent to any such formation or acquisition ” for purposes of a subsidiary unless such formation or acquisition is not prohibited hereunderthis Agreement.

Formation of Subsidiaries. If At the time that any Borrower intends to form forms 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 Borrower shall (a) within 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 guaranty joinder to this Agreement and provide to the Tranche A Collateral Agent a guarantor security agreementjoinder to the Tranche A Collateral Documents, together with such other security documents (including Mortgages mortgages with respect to any owned Real Property of such new SubsidiaryProperty), as well as appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent 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), (b) within 10 Business Days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative the Tranche A Collateral Agent a pledge agreement (or an addendum to the 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 Subsidiary reasonably satisfactory to Administrative the Tranche A Collateral Agent, and (c) within 10 Business Days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to Administrative Agent and the Tranche A Collateral Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent and the Tranche A Collateral Agent, which in its their opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance (with coverage amounts reasonably acceptable to Administrative Agent) or other documentation with respect to all property subject to a Mortgageowned Real Property). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 5.11 shall be a Loan Document. Notwithstanding the foregoing provision, Lenders Nothing contained in this Section 5.11 shall not be obligated permit Borrowers to consent to form or acquire any such formation direct or acquisition of a subsidiary unless such formation or acquisition is not prohibited hereunderindirect Subsidiary other than in accordance with Section 6.3.

Formation of Subsidiaries. If At the time that (or, in the case of an Immaterial Subsidiary, on or within 60 days after) any Borrower intends to form or any Guarantor forms 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 Borrower or such Guarantor shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder to this Agreement or the Guaranty and a guarantor security agreementthe Guarantor Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) 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 SubsidiarySubsidiary (unless such Subsidiary is a CFC in which case the pledge of such ownership interest will be limited to 65% of the Stock of the CFC), in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.15 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. If At the time that Borrower intends to form or any Guarantor forms 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, other than (i) any such 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) cause such new Subsidiary which is a Domestic Subsidiary to provide to Administrative Agent a guaranty joinder to the Guaranty and a guarantor security agreementthe Guarantor Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate UCC-1 financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance 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), (b) 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 SubsidiarySubsidiary as is permissible under the definition of Collateral under the Guarantor Security Agreement, in form and substance satisfactory to Administrative Agent, and (c) 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 above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.15 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. If Borrower intends to form At the time of the formation of any direct or indirect Subsidiary of any Borrower or acquire the acquisition of any direct or indirect Subsidiary of any Borrower after the Closing DateAgreement Date which is permitted under this Agreement Party, the Borrower Parties, as appropriate, 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, Borrower shall (a) cause such new Domestic Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a guaranty joinder and supplement to this Agreement substantially in the form of Exhibit M attached hereto (each a guarantor security agreement"Guaranty Supplement"), together with 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, and such other security documents (including including, without limitation, Mortgages with respect to any Real Property of real estate owned by such new Subsidiary), as well as together with appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to 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)Agent, (b) 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 SubsidiarySubsidiary (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that with respect to any new Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Subsidiary, and (c) provide to the Administrative Agent Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.16 6.21 shall be a "Loan Document. Notwithstanding the foregoing provision, Lenders shall not be obligated to consent to any such formation or acquisition " for purposes of a subsidiary unless such formation or acquisition is not prohibited hereunderthis Agreement.

Formation of Subsidiaries. If Borrower intends to form Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing DateSubsidiary, 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 that is not designated as an Immaterial Subsidiarity after the Closing Date, Borrower shall or at any time when any direct or indirect Subsidiary of a Loan Party 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) unless such Subsidiary is an Excluded Subsidiary, cause 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 guaranty Joinder to this Agreement, and (ii) to provide to Administrative Agent a guarantor security agreementjoinder to the Guaranty and Security Agreement, in each case, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary)agreements, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), ; (b) provide provide, or cause the applicable Loan Party to provide, to Administrative Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, hypothecating pledging all of the direct or beneficial ownership interest in such new Subsidiary, Subsidiary in form and substance reasonably satisfactory to Administrative Agent, ; and (c) provide to Administrative Agent all other documentation, including the Organization Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Administrative Agent, which which, in its opinion opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all property Real Property owned in fee and subject to a Mortgagemortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 5.11 shall be constitute 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. If Borrower intends to form At the time that any Loan Party forms 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 (other than a Subsidiary which qualified as an Inactive Subsidiary) or any Inactive Subsidiary of a Loan Party ceases to be an Inactive Subsidiary after the Closing Date, Borrower such Loan Party shall promptly and in in any event within 30 days after the formation, acquisition or change in status thereof, (a) cause such new Subsidiary (other than an Excluded Foreign Subsidiary or a Canadian Subsidiary) to provide to Administrative Agent a guaranty joinder to this Agreement and a guarantor security agreementthe Security Agreement (or the applicable U.K. Security Documents, if applicable), together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (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 United States shall support only the U.K. Obligations, (b) 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, in form and substance reasonably satisfactory to Administrative Agent, provided, that in the case of a first tier foreign Subsidiary, such pledge made to support the U.S. Obligations shall not be for more than 65% of such voting ownership interest in such new Subsidiary, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 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. If At the time that any Borrower intends to form forms 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 Borrower shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty joinder to this Agreement and a guarantor security agreementthe Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the foregoing provisionforegoing, Lenders the Recurring Revenues of any entity that becomes a Borrower pursuant to this Section shall not be obligated to consent to any included in the calculation of the Borrowing Base until the Lenders have approved such formation or acquisition of a subsidiary unless such formation or acquisition is not prohibited hereunderinclusion in their Permitted Discretion.

Formation of Subsidiaries. If Administrative Borrower intends to form will, promptly, but in any direct event within sixty (60) days (or indirect in the case of any Australian Subsidiary formed or acquire any direct or indirect Subsidiary acquired after the Closing Date, Borrower shall provide such later date upon which any applicable “Whitewash” transaction or similar applicable legal requirements have been satisfied) (in each case, or such later date as permitted by Administrative Agent with at least 10 days prior written notice to in its sole discretion), notify Administrative Agent before forming or acquiring such Subsidiary. At the time Borrower forms after any Loan Party (i) creates or acquires any direct or indirect Subsidiary after the Closing Date, Borrower shall cause such new Subsidiary to provide to Administrative Agent a guaranty and a guarantor security agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements by division) a Person that becomes a Subsidiary (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance 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 other than an Excluded Subsidiary), (bii) provide 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 and powers or financing statements, hypothecating all of the direct or beneficial ownership interest type referred to in such new Subsidiary, in form and substance satisfactory to 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 evidencing the Equity Interests of such Person as and to the extent required by the applicable documents, (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 (cF) provide deliver to the Administrative Agent all such other documentation, including one or more opinions of counsel satisfactory to documents as may be reasonably requested by the Administrative Agent, which all in its opinion is appropriate with respect form, content and scope reasonably satisfactory to the execution Administrative Agent. Notwithstanding anything to the contrary, the Loan Parties shall execute and delivery deliver to the Administrative Agent, for the benefit of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 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.Secured Parties,

Formation of Subsidiaries. A Borrower may only form a direct or indirect Subsidiary or acquire a direct or indirect Subsidiary after the Filing Date with the prior written consent of Agent; provided, 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 Borrower intends desires to form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Closing Filing Date, then prior to such formation or acquisition, such Borrower shall provide Administrative Agent with at least not less than 10 days Business Days prior written notice of such Borrower's intention to Administrative Agent before forming form or acquiring acquire, as the case may be, such Subsidiary. At the time Borrower forms or acquires any direct or indirect Subsidiary after the Closing Dateto 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) cause such new Subsidiary to provide to Administrative Agent a guaranty and a guarantor security agreementjoinder to this Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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)Agent, (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel 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 (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.13 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. If Borrower intends to form Within thirty (30) days of either the formation of any direct or indirect Subsidiary of any Credit Party after the Agreement Date or acquire the acquisition of any direct or indirect Subsidiary of any Credit Party after the Closing Agreement Date, Borrower the Credit Parties, as appropriate, shall provide Administrative Agent with at least 10 days prior written notice to Administrative Agent before forming or acquiring (a) if such Subsidiary is a Domestic Subsidiary. At the time Borrower forms or acquires any direct or indirect Subsidiary after the Closing Date, Borrower shall cause such new Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a guaranty joinder and supplement to this Agreement substantially in the form of Exhibit I (each, a guarantor “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, and such other security agreementdocuments, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate Uniform Commercial Code financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to the Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary)Agent, (b) cause the Credit Party or Credit Parties that own such Subsidiary to provide to the Administrative Agent Agent, for the benefit of the Lender Group, a supplement to the Pledge Agreement, pursuant to which such Credit Parties shall pledge agreement 100% of the Equity Interests of any such Domestic Subsidiary, or 65% of the voting Equity Interests, and 100% of the nonvoting Equity Interests, of any such Foreign Subsidiary, together with all certificates evidencing such Equity Interests and appropriate certificates and powers or financing statementsinstruments of transfer with respect thereto, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, and (c) provide to the Administrative Agent Agent, for the benefit of the Lender Group, all other documentation, including one or more opinions of counsel satisfactory to the Administrative Agent, which in its reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above (including policies above. Nothing in this Section 6.20 shall authorize any Credit Party or any Subsidiary of title insurance a Credit Party to form or other documentation with respect acquire any Subsidiary absent express authorization to all property subject so form or acquire such Subsidiary pursuant to a Mortgage)Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.16 6.20 shall be a “Loan Document. Notwithstanding the foregoing provision, Lenders shall not be obligated to consent to any such formation or acquisition ” for purposes of a subsidiary unless such formation or acquisition is not prohibited hereunderthis Agreement.

Formation of Subsidiaries. If Borrower intends to form At the time that any Loan Party forms 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, Borrower concurrent with such formation or acquisition (or such later date as permitted by the Agent in its sole discretion), the Loan Parties shall (a) cause such new Subsidiary to provide execute and deliver to Administrative Agent and the Lenders a guaranty 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 guarantor security agreementjoinder to the Security Agreement in the form contemplated thereby, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary)documents, as well as appropriate financing statements (and with respect to all property subject to a Mortgagemortgage, 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), (bc) provide provide, or cause the applicable Loan Party to Administrative provide, to Agent and the Lenders a pledge agreement in favor of Agent (or addendum to the Security Agreement) and appropriate certificates and powers or financing statements, hypothecating pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agentthe Required Lenders, and (cd) 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 (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.14, Section 5.15 or Section 5.16 shall be constitute 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. 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 Administrative Agent with at least 10 five (5) days prior written notice to Administrative Agent before forming or acquiring such SubsidiaryLender. At the time that Borrower or such Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall (a) cause such new Subsidiary to provide to Administrative Agent Lender a guaranty joinder to this Agreement or the Guaranty and a guarantor security agreementGuarantor 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 documents (including Mortgages with respect to any Real Property of such new SubsidiarySubsidiary and joinders to the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) enter into, and cause such new Subsidiary to enter into, an Intercompany Subordination Agreement, in form and substance satisfactory to Lender, (c) provide to 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, in form and substance satisfactory to Administrative AgentLender, and (cd) provide to Administrative Agent Lender all other documentation, including one or more opinions of counsel satisfactory to Administrative AgentLender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.15 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. If At the time that any Borrower intends to form or any Guarantor forms 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 Borrower shall 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) cause such new Subsidiary to provide to Administrative Agent a guaranty and a guarantor security agreementjoinder to the Guaranty, together with such other security documents the applicable Security Documents (including Mortgages with respect to any Real Property of such new Subsidiary)) and such of the other Loan Documents as Agent may request, together with such other security documents as Agent may request, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) 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, in form and substance satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or 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 5.16 shall be a Loan Document. Notwithstanding the foregoing provisionforegoing, Lenders 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 obligated applicable and, with respect to consent 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 such formation or acquisition amendment of the IRC that would allow the pledge of a subsidiary unless greater percentage of the voting power of capital Stock in such formation or acquisition is not prohibited hereunderSubsidiary without adverse tax consequences, such pledge shall include such greater percentage of capital Stock of such Subsidiary from that time forward.

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 Administrative Agent with at least 10 five (5) days prior written notice to Administrative Agent before forming or acquiring such Subsidiary. At the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower or such Guarantor shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty and a guarantor security agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance satisfactory to 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), (b) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative AgentLead Lenders, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel 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 above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.15 shall be a Loan Document. Notwithstanding the foregoing provisionprovisions of this Section 6.15, Lenders shall not be obligated to consent to any such formation or acquisition of a subsidiary Subsidiary unless such formation or acquisition is not prohibited otherwise expressly permitted hereunder.

Formation of Subsidiaries. If At the time that Borrower intends to form or any Guarantor forms 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 Restatement Effective Date, Borrower or such Guarantor shall (a) cause such new Subsidiary to provide to Administrative Agent a guaranty Guaranty, Guarantor Security Agreement, and a guarantor security agreementIntercompany Subordination Agreement (or joinder thereto), together with such other security documents (including Mortgages 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 statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance 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 other than any Excluded Property); provided that the Guaranty, Guarantor Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any direct or indirect Subsidiary of a Loan Party that is an Excluded Subsidiary), (b) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Administrative Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent; provided that no such pledge shall be made with respect to any Excluded Subsidiary (other than 65% of the total outstanding voting Stock (and 100% of the total outstanding non-voting Stock) of any CFC or CFC Holdco that is a direct Subsidiary of a Loan Party), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent) provide to Administrative Agent all other documentation, including one or more opinions of counsel satisfactory to Administrative Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.15 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. If Borrower intends to form At the time that any Guarantor forms 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 Effective Date, Borrower such Guarantor shall (a) promptly provide notice to Agent and update Exhibit 4.1(P), (b) within 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 guaranty and a guarantor security agreementjoinder to this Agreement, together with such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary)documents, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings)statements, all in form and substance 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), (b) provide to Administrative within 10 days of such formation or acquisition (or such later date as permitted by Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Administrative Agent, and (cits 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 (including policies of title insurance or other documentation with respect to all property subject to a Mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the foregoing provision, Lenders The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not be obligated to 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 formation or acquisition of Guarantor’s overall business operations and do not have a subsidiary unless substantial interest in such formation or acquisition is not prohibited hereunderGuarantor’s cash flow.