Common use of Formation of Subsidiaries Clause in Contracts

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements and any applicable Additional Documents (as defined below)), as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a), and (d) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its Permitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. (a) Each Borrower Loan Party will, at promptly after (x) the time that formation or acquisition (including by statutory division) of any Loan Party forms any direct or indirect Domestic Subsidiary (other than any such Subsidiary that is an Excluded Immaterial Domestic Subsidiary) or acquires (y) becoming aware that any direct or indirect Immaterial Domestic Subsidiary after fails to meet the Closing Date requirements set forth in the definition thereof (other than and, in any such Subsidiary that is an Excluded Subsidiary)event, within 30 days of after such formation or acquisition (or becoming aware of such failure, or such later date as permitted by Agent in its sole discretion) (a) ), cause such new Subsidiary Person to provide (i) become a Guarantor by delivering to Agent a duly executed joinder to the Guaranty and Security Agreement, together with a joinder to the Intercompany Subordination Agreement and such other security agreements and any applicable Additional Documents (documents as defined below)), as well as Agent shall reasonably deem appropriate financing statementsfor such purpose, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any other than assets constituting Excluded PropertyAssets), in each case consistent with the Loan Documents executed on the Closing Date), (bii) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or which may include an addendum to the Guaranty and Security Agreement) and ), appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest Equity Interests in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a), and (diii) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its Permitted Discretionopinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms of the formation of any direct or indirect Subsidiary of any Borrower (other than any such Subsidiary that is an Excluded Subsidiary) after the Agreement Date or acquires the acquisition of any direct or indirect Subsidiary after the Closing Date of any Borrower (other than any such Subsidiary that is an Excluded Subsidiary)) after the Agreement Date, within 30 days of such formation or acquisition (or such later date the Borrower Parties, as permitted by Agent in its sole discretion) appropriate, shall (a) cause such new Domestic Subsidiary to provide to Agent the Administrative Agent, for the benefit of the Lender Group, a joinder and supplement to this Agreement substantially in the form of Exhibit J (each, a “Guaranty Supplement”), pursuant to which such new Domestic Subsidiary shall agree to join as a Guarantor of the Obligations under Article 3 and as a Borrower Party under this Agreement, a supplement to the Guaranty and Security Agreement, together with and such other security agreements and any applicable Additional Documents (as defined below))documents, as well as together with appropriate Uniform Commercial Code financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date)Administrative Agent, (b) provideprovide to the Administrative Agent, or cause for the applicable Loan Party to providebenefit of the Lender Group, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or Uniform Commercial Code financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property (regardless of whether owned by a Borrower Party or a Subsidiary of a Borrower Party or a minority shareholder), in form and substance reasonably satisfactory to the Administrative Agent, provided, thathowever, with respect to any Foreign Subsidiary (including US Ben Xxxxxxx Holdco), such pledge will only be required to the extent the Equity Interests of such Foreign Subsidiary are directly owned and held by a Borrower Party, and with respect to any such Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary, and (c) provide to the Administrative Agent, for the avoidance of doubt, not more than 65% benefit of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledgedLender Group, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a), and (d) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Administrative Agent, which, which in its Permitted Discretion, reasonable opinion is appropriate with respect to such formation and the execution and delivery of the applicable documentation referred to above. Nothing in this Section 6.20 shall authorize any Borrower Party or any Subsidiary of a Borrower Party to form or acquire any Subsidiary to the extent the formation or acquisition of such Subsidiary is prohibited pursuant to Article 8. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 6.20 shall constitute be a “Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect ” for purposes of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or baileethis Agreement.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date Date, such Loan Party shall (other than a) within 10 days of such formation or acquisition cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Subsidiary of Borrower that is an Excluded Subsidiary)a CFC, (b) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements and any applicable Additional Documents (as defined below)), as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than ; provided that only 65% of the total outstanding voting Equity Interest Stock of any first tier Subsidiary of a Loan Party Borrower that is a CFC or a FSHCO (but and none of the Equity Interest total outstanding voting Stock of any other Subsidiary of such CFC or FSHCO) shall be required to be pledged, and (c) if within 30 days of such new Subsidiary is to be a Borrower, cause formation or acquisition (or such new Subsidiary to provide the documentation set forth later date as permitted by Agent in Section 2.2(a), and (dits sole discretion) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its Permitted Discretion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date Date, Borrower or such Guarantor shall (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days a) provide the Lender with written notice of such formation or acquisition acquisition, as the case may be, together with information as to the jurisdiction of formation of such subsidiary and an updated Schedule 5.7(a), 5.7(b) and 5.7(c) and updated Schedule 5.8(c), (or such later date as permitted by Agent b) in its sole discretion) (a) the case of a Domestic Subsidiary, cause such new Subsidiary to provide to Agent Lender a joinder to this Agreement or the Guaranty and the Guarantor Security Agreement, together with such other security agreements documents (including Mortgages with respect to any Real Property of such new Subsidiary and any applicable Additional Documents (as defined below)an Intercompany Subordination Agreement), as well as appropriate financing statementsstatements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing DateSubsidiary), (bc) provide, or cause the applicable Loan Party provide to provide, to Agent Lender a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging hypothecating all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property Subsidiary, in form and substance reasonably satisfactory to AgentLender, provided, thathowever, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is a Foreign Subsidiary, the applicable Borrower or Guarantor, as the case may be, shall only be required to be a Borrower, cause pledge 66% of the capital Stock of such new Subsidiary to provide the documentation set forth in Section 2.2(a)Foreign Subsidiary, and (d) if requested by the Agent, provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its Permitted Discretion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. (A) Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) and (B) each Borrower may, in its sole discretion, with respect to any Subsidiary that is an Excluded Subsidiary solely due to its status as an Immaterial Subsidiary, (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements and any applicable Additional Documents (as defined below)), as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a), and (d) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its Permitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower Loan Party will, (a) at the time that any Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date (other than including as a result of a divisive merger), (b) at any such time when any direct or indirect Subsidiary of a Loan Party that is previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary, or (c) at any time when any direct or indirect Subsidiary of a Loan Party that was previously an Excluded Subsidiary ceases to be an Excluded Subsidiary), within 30 fifteen (15) days of such formation or acquisition event (or such later date as permitted by the Agent or the Required Lenders in its their sole discretion and, solely in the case of the US Target Companies (as defined in the Fourth Amendment), within thirty (30) days of the Schlumberger Consent Effective Date (as defined in the Fourth Amendment) (or such later date as permitted by the Agent or the Required Lenders in their sole discretion)), (i) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements and any applicable Additional Documents (as defined below))agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent or the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary Subsidiary); (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date), (bii) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, Agent or the Required Lenders; provided, that, for the avoidance of doubt, not more than that only 65% of the total outstanding voting Equity Interest Interests of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but and none of the Equity Interest Interests of any direct or indirect Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a), and (diii) if requested by the Agent, provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to AgentAgent or the Required Lenders, which, in its Permitted Discretiontheir opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower will, at (a) At the time that (x) Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date (in each case other than an Immaterial Subsidiary or any such Excluded Subsidiary, as determined by Section 5.7(b)), or (y) any Subsidiary of Borrower or any Guarantor that is not a Guarantor is no longer an Immaterial Subsidiary or an Excluded Subsidiary), within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (or former Immaterial Subsidiary or an Excluded Subsidiary) to provide to Agent a Guaranty and a Security Agreement, a joinder to the Guaranty Intercompany Subordination Agreement and Security the Stock Pledge Agreement, together with such other security agreements and any applicable Additional Documents (as defined below))documents, as well as appropriate UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any or former Immaterial Subsidiary or Excluded PropertySubsidiary), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide, or cause the applicable Loan Party to provide, provide to Agent a pledge agreement (or a supplement to an addendum to the Guaranty and Security Agreement) existing Stock Pledge Agreement and appropriate certificates and powers or UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in such new Subsidiary to the extent not constituting (or former Immaterial Subsidiary or Excluded Property Subsidiary), in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is a limited liability company or limited partnership formed under the laws of Delaware, include in the limited liability company agreement, limited partnership agreement, or other similar Governing Documents language substantively similar to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a)provisions of Sections 7(e) and 7(f) of the Stock Pledge Agreement, and (d) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its Permitted Discretion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document The foregoing to the contrarycontrary notwithstanding, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties new Subsidiary shall not be required to execute and deliver any Additional Documents with respect thereto. So long as the Intercreditor a Guaranty or a Security Agreement is in effect, or a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral joinder to the Fixed Asset Priority Collateral Agent Stock Pledge Agreement, and neither Borrower nor any Guarantor, as applicable, shall be required to pledge more than 66% of the voting stock of such Subsidiary to the extent that (x) such Subsidiary is a Foreign Subsidiary, and (y) Borrower would incur material adverse tax consequences therefrom; provided, however, that if such Subsidiary is a Foreign Subsidiary, Borrower or its agentsuch Guarantor, designee or bailee.as applicable, must deliver such documents as required by this Section 5.7 within sixty (60) days of the date such entity was deemed to be a Subsidiary. 50

Formation of Subsidiaries. Each Borrower will, at At the time that (x) Borrower or any Loan Party Guarantor forms any direct or indirect domestic Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect domestic Subsidiary after the Closing Date which specifically is included as a Guarantor in clause (other than b) of the definition of “Guarantor” or (y) Lender requests that any such Person that was an Immaterial Subsidiary that is an Excluded Subsidiary)on the Closing Date become a Guarantor, within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent Lender a Guaranty, a Security Agreement, a Stock Pledge Agreement, and a joinder to the Guaranty and Security Intercompany Subordination Agreement, together with such other security agreements and any applicable Additional Documents (as defined below))documents, as well as appropriate UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing DateSubsidiary), (b) provide, or cause the applicable Loan Party provide to provide, to Agent Lender a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in such new Subsidiary, in form and substance satisfactory to Lender, (c) if such Subsidiary to is a limited liability company or limited partnership formed under the extent not constituting Excluded Property laws of Delaware, the limited liability company agreement, limited partnership agreement, or other similar Governing Documents shall be in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a)Lender, and (d) if requested by the Agent, upon a Lender’s request provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its Permitted Discretion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower will, at At the time that of the formation of any Loan Party forms new Subsidiary of Holdings or the Borrower or any direct or indirect Subsidiary (other than any Obligor, the Borrower will cause such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date (other than any such Subsidiary that is an Excluded Subsidiary), within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) to (a) cause provide to the Agent (i) an executed Subsidiary Security Agreement for such new Subsidiary, in substantially the form of Exhibit F-2 attached hereto, together with appropriate UCC-1 financing statements, (ii) an executed Subsidiary Guaranty for such new Subsidiary, (iii) to the extent applicable, an executed Pledge Agreement for such new Subsidiary to provide to Agent a joinder and (iv) to the Guaranty and extent applicable, a Trademark Security Agreement, together with such other security agreements and any applicable Additional Documents (as defined below))appropriate documentation, as well as a subsidiary loan certificate for such new Subsidiary substantially in the form of Exhibit I attached hereto, together with appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing Date), attachments; (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging Agent all of the direct Equity Interests of such newly-formed Subsidiary that are beneficially owned by the Borrower or beneficial ownership interest such other Obligor, as the case may be, as additional Collateral for the Obligations, to be held by the Agent in such new Subsidiary accordance with the terms of a Pledge Agreement substantially in the form of Exhibit G attached hereto, and execute and deliver to the extent not constituting Excluded Property Agent all such other documentation for such pledge as, in form and substance reasonably satisfactory to the opinion of the Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, appropriate; and (c) if provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Stated Maturity Date, which reflect such new Subsidiary is to formation, certified by the CFO, together with a statement by the CFO that no Default exists or would be a Borrower, cause caused by such new Subsidiary to provide the documentation set forth in Section 2.2(a)formation, and (d) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably counsel, which are satisfactory to Agent, which, the Agent and which in its Permitted Discretion, opinion is appropriate with respect to the execution and delivery formation of the applicable documentation referred to abovesuch Subsidiary. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 5.11 7.1.1 shall constitute both a "Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood " and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect a "Security Document" for purposes of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or baileethis Agreement.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party will (a) if such Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after (including as a result of the Closing Date Permitted Liberty Statutory Division), (other than b) if any direct or indirect Subsidiary of such Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary as a result of a Subsidiary Redesignation or if such Unrestricted Subsidiary otherwise fails to constitute an Unrestricted Subsidiary hereunder, or (c) if any direct or indirect Subsidiary of such Loan Party that is was previously an Excluded Subsidiary pursuant to clause (b) or (c) of the definition thereof ceases to be an Excluded Subsidiary), within 30 fifteen days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) ), unless such Subsidiary is an Excluded Subsidiary, (ai) cause such new Subsidiary to (A) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, provide to Agent a Joinder to this Agreement and (B) provide to Agent a joinder to the applicable Guaranty and Security Agreement, in each case, together with such other security agreements and any applicable Additional Documents (as defined below))agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing DateSubsidiary), (bii) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or LEGAL_US_W # 82509300.31 financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, ; provided, that, for the avoidance of doubt, not more than that only 65% of the total outstanding voting Equity Interest Interests of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but and none of the Equity Interest Interests of any direct or indirect Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a), and (diii) if requested by the Agent, provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its Permitted Discretionopinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued by a Loan Party or Subsidiary pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower willOther than in connection with a Subsidiary acquired as a result of a Non-Cash Acquisition or Smaller Acquisition, at the time that any Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date Date, such Loan Party shall (other than any such Subsidiary that is an Excluded Subsidiary), a) (i) within 30 10 days of such formation or acquisition of any Subsidiary that is not a CFC, and (ii) within 60 days of such formation or acquisition of any Subsidiary that is a CFC (or, in each case, such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements and documents (including mortgages with respect to any applicable Additional Documents (as defined below)Real Property owned in fee of such new Subsidiary with a fair market value of at least $250,000 if at the time such new Subsidiary is formed or acquired an Event of Default exists), as well as appropriate financing statementsstatements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any new Subsidiary (excluding any Excluded Property), in each case consistent with the of Borrower that is a CFC unless such Subsidiary owns material intellectual property which has not been transferred to a Loan Documents executed on the Closing Date)Party, (b) provide(i) within 10 days of such formation or acquisition of any Subsidiary that is not a CFC, and (ii) within 60 days of such formation or cause the applicable Loan Party to provideacquisition of any Subsidiary that is a CFC (or, in each case, such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, provided, that, for ; provided that the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest direct or beneficial ownership interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledgedpledged only if such Subsidiary owns material intellectual property that has not been transferred to a Loan Party, and (c) if (i) within 10 days of such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a)formation or acquisition, and (dii) if requested within 60 days of such formation or acquisition of any Subsidiary that is a CFC (or, in each case, such later date as permitted by the Agent, Agent in its sole discretion) provide to Agent all other documentation, including (x) one or more opinions of counsel reasonably satisfactory to Agent, which, which in its Permitted Discretion, opinion is appropriate with respect to the execution and execution, (y) delivery of the applicable documentation referred to aboveabove (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage to the extent a Lien is to be granted in such Real Property in favor of Agent), and (z) an updated Schedule 4.1(c). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party will (a) if such Loan Party forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after (including as a result of the Closing Date Permitted Liberty Statutory Division), (other than b) if any direct or indirect Subsidiary of such Loan Party that previously was an Unrestricted Subsidiary becomes a Restricted Subsidiary as a result of a Subsidiary Redesignation or if such Unrestricted Subsidiary otherwise fails to constitute an Unrestricted Subsidiary hereunder, or (c) if any direct or indirect Subsidiary of such Loan Party that is was previously an Excluded Subsidiary pursuant to clause (b) or (c) of the definition thereof ceases to be an Excluded Subsidiary), within 30 fifteen days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) ), unless such Subsidiary is an Excluded Subsidiary, (ai) cause such new Subsidiary to (A) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, provide to Agent a Joinder to this Agreement and (B) provide to Agent a joinder to the applicable Guaranty and Security Agreement, in each case, together with such other security agreements and any applicable Additional Documents (as defined below))agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any Excluded Property), in each case consistent with the Loan Documents executed on the Closing DateSubsidiary), (bii) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent, ; provided, that, for the avoidance of doubt, not more than that only 65% of the total outstanding voting Equity Interest Interests of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but and none of the Equity Interest Interests of any direct or indirect Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a), and (diii) if requested by the Agent, provide to Agent all other documentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its Permitted Discretionopinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued by a Loan Party or Subsidiary pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document to the contrary, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties shall not be required to deliver any Additional Documents with respect thereto. So long as the Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral to the Fixed Asset Priority Collateral Agent or its agent, designee or bailee.

Formation of Subsidiaries. Each Borrower will, at (a) At the time that (x) Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date (in each case other than an Immaterial Subsidiary or any such Excluded Subsidiary, as determined by Section 5.7(b)), or (y) any Subsidiary of Borrower or any Guarantor that is not a Guarantor is no longer an Immaterial Subsidiary or an Excluded Subsidiary), within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (or former Immaterial Subsidiary or an Excluded Subsidiary) to provide to Agent a Guaranty and a Security Agreement, a joinder to the Guaranty Intercompany Subordination Agreement and Security the Stock Pledge Agreement, together with such other security agreements and any applicable Additional Documents (as defined below))documents, as well as appropriate UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any or former Immaterial Subsidiary or Excluded PropertySubsidiary), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide, or cause the applicable Loan Party to provide, provide to Agent a pledge agreement (or a supplement to an addendum to the Guaranty and Security Agreement) existing Stock Pledge Agreement and appropriate certificates and powers or UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in such new Subsidiary to the extent not constituting (or former Immaterial Subsidiary or Excluded Property Subsidiary), in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is a limited liability company or limited partnership formed under the laws of Delaware, include in the limited liability company agreement, limited partnership agreement, or other similar Governing Documents language substantively similar to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a)provisions of Sections 7(e) and 7(f) of the Stock Pledge Agreement, and (d) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its Permitted Discretion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document The foregoing to the contrarycontrary notwithstanding, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties new Subsidiary shall not be required to execute and deliver any Additional Documents with respect thereto. So long as the Intercreditor a Guaranty or a Security Agreement is in effect, or a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral joinder to the Fixed Asset Priority Collateral Agent Stock Pledge Agreement, and neither Borrower nor any Guarantor, as applicable, shall be required to pledge more than 66% of the voting stock of such Subsidiary to the extent that (x) such Subsidiary is a Foreign Subsidiary, and (y) Borrower would incur material adverse tax consequences therefrom; provided, however, that if such Subsidiary is a Foreign Subsidiary, Borrower or its agentsuch Guarantor, designee or baileeas applicable, must deliver such documents as required by this Section 5.7 within sixty (60) days of the date such entity was deemed to be a Subsidiary.

Formation of Subsidiaries. Each Borrower will, at (a) At the time that (x) Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date (in each case other than an Immaterial Subsidiary or any such Excluded Subsidiary, as determined by Section 5.7(b)), or (y) any Subsidiary of Borrower or any Guarantor that is not a Guarantor is no longer an Immaterial Subsidiary or an Excluded Subsidiary), within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (or former Immaterial Subsidiary or an Excluded Subsidiary) to provide to Agent a Guaranty and a Security Agreement, a joinder to the Guaranty Intercompany Subordination Agreement and Security the Stock Pledge Agreement, together with such other security agreements and any applicable Additional Documents (as defined below))documents, as well as appropriate UCC-1 financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (excluding any or former Immaterial Subsidiary or Excluded PropertySubsidiary), in each case consistent with the Loan Documents executed on the Closing Date), (b) provide, or cause the applicable Loan Party to provide, provide to Agent a pledge agreement (or a supplement to an addendum to the Guaranty and Security Agreement) existing Stock Pledge Agreement and appropriate certificates and powers or UCC-1 financing statements, pledging hypothecating all of the direct or beneficial ownership interest of Borrower or a Guarantor in such new Subsidiary to the extent not constituting (or former Immaterial Subsidiary or Excluded Property Subsidiary), in form and substance reasonably satisfactory to Agent, provided, that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interest of any first tier Subsidiary of a Loan Party that is a CFC or a FSHCO (but none of the Equity Interest of any Subsidiary of such CFC or FSHCO) shall be required to be pledged, (c) if such new Subsidiary is a limited liability company or limited partnership formed under the laws of Delaware, include in the limited liability company agreement, limited partnership agreement, or other similar Governing Documents language substantively similar to be a Borrower, cause such new Subsidiary to provide the documentation set forth in Section 2.2(a)provisions of Sections 7(e) and 7(f) of the Stock Pledge Agreement, and (d) if requested by the Agent, provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its Permitted Discretion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document. Notwithstanding the foregoing, Section 5.12 below or anything contained herein or in any other Loan Document The foregoing to the contrarycontrary notwithstanding, it is understood and agreed that to the extent that the Fixed Asset Priority Collateral Agent is satisfied with or agrees to any deliveries in respect of any asset or property (other than ABL Priority Collateral), Agent shall be deemed to be satisfied with such deliveries to the extent substantially the same as those delivered to the Fixed Asset Priority Collateral Agent and the Loan Parties new Subsidiary shall not be required to execute and deliver any Additional Documents with respect thereto. So long as the Intercreditor a Guaranty or a Security Agreement is in effect, or a Loan Party may satisfy its obligations hereunder and under the other Loan Documents to deliver Collateral that constitutes Fixed Asset Priority Collateral to Agent by delivering such Collateral that constitutes Fixed Asset Priority Collateral joinder to the Fixed Asset Priority Collateral Agent Stock Pledge Agreement, and neither Borrower nor any Guarantor, as applicable, shall be required to pledge more than 66% of the voting stock of such Subsidiary to the extent that (x) such Subsidiary is a Foreign Subsidiary, and (y) Borrower would incur material adverse tax consequences therefrom; provided, however, that if such Subsidiary is a Foreign Subsidiary, Borrower or its agentsuch Guarantor, designee or bailee.as applicable, must deliver such documents as required by this Section 5.7 within sixty (60) days of the date such entity was deemed to be a Subsidiary. 49