Common use of New Subsidiaries Clause in Contracts

New Subsidiaries. (a) Any new Subsidiary (other than permitted Excluded Subsidiaries and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent providing that such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, and (v) an opinion of in-house counsel to the Parent, in form and substance reasonably satisfactory to the Administrative Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereof.

New Subsidiaries. Prior to the creation or acquisition of any Material Subsidiary after the date of this Agreement or if an existing Subsidiary becomes a Material Subsidiary after the date of this Agreement, the Borrower shall give written notice of such new Material Subsidiary to the Agent. Within 15 days after such creation or acquisition or such Subsidiary’s becoming a Material Subsidiary, the Borrower shall cause (a) Any new such Subsidiary to execute and deliver to the Agent a Guaranty (other or joinder to an existing Guaranty) with such changes as the Agent may reasonably request, (b) such Subsidiary to execute and deliver to the Agent a Security Agreement (or joinder to an existing Security Agreement) with such changes as the Agent may reasonably request, (c) if such Subsidiary holds Oil and Gas Properties, and if the Mortgaged Property Value as set forth in the certificate of such value delivered in connection with the most recently delivered engineering report is less than permitted Excluded Subsidiaries and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end 80% of the fiscal quarter in which Oil and Gas Property Value (after giving effect to such New Subsidiary’s Oil and Gas Properties), such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form to execute and substance reasonably satisfactory deliver to the Administrative Agent providing that a Mortgage or Mortgages granting an Acceptable Security Interest in such Oil and Gas Properties, (d) each equity holder of such Subsidiary shall become to execute and deliver a Borrower hereundersupplement or joinder to its Security Agreement evidencing its pledge of the equity of such Subsidiary, (e) such Subsidiary and (y) providing such other equity holders to deliver to the Agent evidence of corporate authority to enter into such documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to if requested by Agent, a legal opinion regarding the enforceability of such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agentdocumentation, and (vf) an opinion of in-house counsel such Subsidiary and such equity holders deliver to the ParentAgent such other documentation, in form and substance or authorize Agent to take such other action, as is reasonably satisfactory to the Administrative requested by Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereof.

New Subsidiaries. (a) Any new Promptly notify the Administrative Agent at the time that any Domestic Subsidiary becomes a Significant Subsidiary (other than permitted an Excluded Subsidiaries Subsidiary) or any Domestic Subsidiary is acquired that constitutes a Significant Subsidiary (other than an Excluded Subsidiary) and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory within 60 days thereof cause to the be delivered to Administrative Agent providing that such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as for the benefit of Administrative Agent may reasonably request, including, without limitation, and the Lenders (iA) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise a Facility Guaranty in form and substance satisfactory to the Administrative AgentAgent or a Guaranty Joinder Agreement, and in each case executed by such Significant Subsidiary, (vB) an opinion of in-house counsel to such Significant Subsidiary dated as of the Parentdate of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to Administrative Agent and the Lenders, in form and substance reasonably satisfactory acceptable to Administrative Agent, (C) the Organization Documents of such Significant Subsidiary, (D) documents of the types referred to in Sections 5.01(a)(iii), (iv), and (vi), (E) a certificate signed by a Responsible Officer in form acceptable to the Administrative AgentAgent setting forth the amount of assets and revenues of each of the Borrower and each of its Domestic Subsidiaries, and (F) any updates or supplements as necessary to ensure that Schedule 6.13 is accurate and complete as of the date of such financial statements; provided, however, that such Facility Guaranty and opinion shall not be required with respect to (x) each such new a Domestic Subsidiary that (1) is organized under California, Delaware and/or New York lawintended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement, and (y2) in fact ceases to be a Significant Subsidiary in accordance with such joinder agreement plan prior to the end of the 60-day period described above; and related documentation. In such eventprovided, the Administrative Agent is hereby authorized by the parties further, that no Excluded Subsidiary shall be required to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofdeliver a Facility Guaranty.

New Subsidiaries. (a) Any new Promptly, and in any event within 10 days, ---------------- after forming or acquiring any Subsidiary (other than permitted Excluded Subsidiaries and Receivables SPVsan Inactive Subsidiary) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such after any Inactive Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory ceases to the Administrative Agent providing that such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as the Administrative Agent may reasonably request, including, without limitationbe an Inactive Subsidiary, (i) KYC Requirement Information with respect to such new Subsidiarynotify Administrative Agent thereof, (ii) applicable documentation with respect cause such Subsidiary to the conditions specified in Section 4.01(a), clauses (i) through (iv)execute and deliver a Subsidiary Joinder and an Intercompany Note, (iii) deliver to Administrative Agent (x) the certificates representing all outstanding shares of stock of such Subsidiary and certificates representing the Pledged Shares identified in Schedule I to ---------- the Subsidiary Pledge and Security Agreement added pursuant to such Subsidiary Joinder, accompanied by undated stock powers executed in blank; (y) one or more opinions of counsel for Borrower and such Subsidiary, reasonably satisfactory to Administrative Agent, confirming as to such Subsidiary substantially each of the matters confirmed, in the legal opinions delivered pursuant to Section 3.1(f), as to Subsidiaries of Borrower that were Loan Parties on the Closing Date; and (z) evidence that all insurance required the financing statements referred to be maintained pursuant to in such opinion of counsel have been filed in the Loan Documents has been obtained offices identified in such Schedule, and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) take, and cause such Subsidiary to take, all such other action (including the results execution and delivery of UCC searches with respect documents, instruments and certificates) as may be reasonably requested in order to create in favor of Administrative Agent a first priority perfected Lien upon and security interest in the Collateral being pledged by such new Subsidiary indicating no Liens other Subsidiary, subject only to Permitted Liens; provided that -------- for any Permitted Acquisition, the deliveries required pursuant to this Section 5.3(h) shall be made not later than (A) the closing of such Permitted Liens and otherwise in form and substance satisfactory Acquisition if the proceeds of Acquisition Loans are used to the Administrative Agentcomplete such Permitted Acquisition, and (vB) an opinion within 30 days of in-house counsel to the Parent, in form and substance reasonably satisfactory to date that the Administrative Agent, with respect to (x) each such new Subsidiary that Permitted Acquisition closes if it is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, completed without the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofuse of proceeds of Acquisition Loans.

New Subsidiaries. (a) Any new Subsidiary (other than permitted Excluded Subsidiaries and Receivables SPVsSubsidiaries) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary 8.4 shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter calendar month in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower acquired or such earlier date as the Administrative Agent may, in its sole discretion, require but no earlier than the fifteenth (15th) Business Day after the date of the creation or acquisition of such Subsidiary, by (xi) signing a joinder agreement in substantially the form attached hereto as Exhibit E or entering into an amendment to this Credit Agreement and the Security Documents, as applicable, with the other parties hereto and thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, providing that such Subsidiary shall become a Borrower hereunder, 100% of the stock (or in the case of a foreign Subsidiary, 65% of the stock) and assets of which shall be pledged to the Administrative Agent for the benefit of the Lenders (subject to Permitted Liens), and (yii) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, and (v) an opinion of in-house counsel to the Parent, in form and substance reasonably satisfactory to the Administrative Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation10 hereof. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 2 to include such new Subsidiary. The Parent shall at all times directly or indirectly through a Subsidiary own all of the Capital Stock of each of the Subsidiaries (other than the Excluded Subsidiaries), and such Capital Stock shall at all times be pledged to the KYC Requirement Information Administrative Agent pursuant to the Securities Pledge Agreement or pursuant to a pledge agreement in respect thereofform and substance satisfactory to the Administrative Agent.

New Subsidiaries. Provide to Administrative Agent and Lenders notice of (a) Any new the creation or acquisition of any Subsidiary which is a direct Domestic Subsidiary of the Borrower (each, a "New Domestic Subsidiary") and (b) the creation or existence of any Material Subsidiary (other than permitted Excluded provided, to the extent any existing Subsidiary becomes a Material Subsidiary as a result of a change in the percentage of its total revenues or total assets, as the case may be, of the Borrower and its Subsidiaries and Receivables SPVson a consolidated basis (such event being the "Reset Event"), such notice shall not be required to be delivered until forty five (45) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day days after the end of the fiscal quarter in which such Reset Event occurred (the "Reset Date")). To the extent any such Subsidiary was created is either a New Domestic Subsidiary or, in the case of a Material Subsidiary, such Material Subsidiary is a direct Domestic Subsidiary of the Borrower or acquired. A any other direct Domestic Subsidiary, such Subsidiary shall become shall, within thirty (30) days of such Subsidiary becoming a Borrower New Domestic Subsidiary or a Material Subsidiary (or, if such Subsidiary became a Material Subsidiary as a result of a Reset Event, then not later than thirty (30) days after the Reset Date), as the case may be, join this Agreement as a Guarantor by (x) signing a joinder agreement in form and substance reasonably satisfactory delivering to the Administrative Agent providing that (a) a signed Guarantor Joinder; (b) documents in the forms described in Section 7.1.1 [First Revolving Credit Loans and Letters of Credit - Deliveries], modified as appropriate for such Subsidiary; and (c) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Secured Parties in the equity interests and other Collateral held by such Subsidiary (subject to the final proviso hereof) (the joining of this Agreement and taking the actions set forth in clauses (a) – (c) hereof being hereinafter referred to as the "Joining Actions"). To the extent such Material Subsidiary is a direct Domestic Subsidiary of a Foreign Subsidiary, to the extent so requested by the Administrative Agent in its sole discretion, such Domestic Subsidiary shall, within thirty (30) days of such request, take the Joining Actions referred to herein as long as such Joining Actions do not, in the Borrower's reasonable determination (made in consultation with its auditors), result in an adverse tax consequence to the Borrower or any of its Subsidiaries. If such Joining Actions would result in such an adverse tax consequence, such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance not be required to take such Joining Actions and shall be maintained pursuant to designated as an Excluded Subsidiary. To the Loan Documents has been obtained extent such Material Subsidiary is a Foreign Subsidiary and is in effect with respect to such new Subsidiarya direct Subsidiary of a Loan Party, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, in its sole discretion may require, and the Loan Parties agree to cause, such Foreign Subsidiary to take the Joining Actions referred to herein as long as such Joining Actions do not, in the Borrower's reasonable determination (vmade in consultation with its auditors) result in an opinion of in-house counsel adverse tax consequence to the ParentBorrower or any of its Subsidiaries and, if such actions would result in form such an adverse tax consequence, then the applicable Loan Party shall only be required to pledge 65% of the equity interests such Foreign Subsidiary (and substance reasonably satisfactory such Loan Party agrees to either amend the existing Pledge Agreement to add such Foreign Subsidiary or enter into a pledge agreement substantially similar to the Administrative Agent, with respect Pledge Agreement to (x) each effect such new Subsidiary that is organized under California, Delaware and/or New York lawpledge), and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Foreign Subsidiary and the KYC Requirement Information in respect thereofshall be designated as an Excluded Subsidiary.

New Subsidiaries. Prior to the creation or acquisition of any Material Subsidiary after the date of this Agreement or if an existing Subsidiary becomes a Material Subsidiary after the date of this Agreement, the Borrower shall give written notice of such New Material Subsidiary to the Agent. Within 15 days after such creation or acquisition or such Subsidiary’s becoming a Material Subsidiary, the Borrower shall cause (a) Any new such Subsidiary to execute and deliver to the Agent a Guaranty (other or joinder to an existing Guaranty) with such changes as the Agent may reasonably request, (b) such Subsidiary to execute and deliver to the Agent a Security Agreement (or joinder to an existing Security Agreement) with such changes as the Agent may reasonably request, (c) if such Subsidiary holds Oil and Gas Properties, and if the Mortgaged Property Value as set forth in the certificate of such value delivered in connection with the most recently delivered engineering report is less than permitted Excluded Subsidiaries and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end 80% of the fiscal quarter in which Oil and Gas Property Value (after giving effect to such New Subsidiary’s Oil and Gas Properties), such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form to execute and substance reasonably satisfactory deliver to the Administrative Agent providing that a Mortgage or Mortgages granting an Acceptable Security Interest in such Oil and Gas Properties, (d) each equity holder of such Subsidiary shall become to execute and deliver a Borrower hereundersupplement or joinder to its Security Agreement evidencing its pledge of the equity of such Subsidiary, (e) such Subsidiary and (y) providing such other equity holders to deliver to the Agent evidence of corporate authority to enter into such documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to if requested by Agent, a legal opinion regarding the enforceability of such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agentdocumentation, and (vf) an opinion of in-house counsel such Subsidiary and such equity holders deliver to the ParentAgent such other documentation, in form and substance or authorize Agent to take such other action, as is reasonably satisfactory to the Administrative requested by Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereof.

New Subsidiaries. As soon as practicable but in any event within 30 days (or such longer period as the Administrative Agent may agree in its reasonable discretion) (a) Any new following the acquisition or creation of any Subsidiary (other than permitted an Excluded Subsidiaries and Receivables SPVsSubsidiary) created or acquired by a Borrower Loan Party (including by way of division), or (b) following a Subsidiary which was previously an Immaterial Subsidiary ceasing to be an Immaterial Subsidiary as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before provided in the fifteenth (15th) Business Day after definition thereof, cause to be delivered to the end Administrative Agent each of the fiscal quarter in which following: (i) a Joinder Agreement duly executed by such Subsidiary was created (with all schedules thereto appropriately completed), which Joinder Agreement will, if such Subsidiary will engage in the business of selling or acquired. A leasing new motor vehicles, designate such Subsidiary shall become as a Borrower Designated Borrower; (ii) if reasonably requested by the Administrative Agent, an opinion or opinions of counsel to such Subsidiary dated as of the date of delivery of such Joinder Agreements (xand other Loan Documents) signing a joinder agreement provided for in this Section 6.12 and addressed to the Administrative Agent, in form and substance reasonably satisfactory acceptable to the Administrative Agent providing that Agent; and (iii) current copies of the Organization Documents of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Subsidiary shall become a Borrower hereunderauthorizing the actions and the execution and delivery of documents described in this Section 6.12, and all certified by the applicable Governmental Authority (yin the case of certificates of incorporation, certificates of formation or equivalent organizational documents) providing such other documentation or appropriate officer as the Administrative Agent may reasonably request.” CarMax Auto Superstores, includingInc. January 19, without limitation, (i) KYC Requirement Information with respect 2021 Page 4 CHAR1\1707693v4 5. Section 10.19. Section 10.19 of the Credit Agreement is amended and restated in its entirety to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, and (v) an opinion of in-house counsel to the Parent, in form and substance reasonably satisfactory to the Administrative Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereof.read as follows: “10.19

New Subsidiaries. The Borrower shall, at its own expense promptly, and in any event within ten (a10) Any new Business Days (as such time period may be extended by the Administrative Agent), after the capitalization of or as of the date of the acquisition of any Subsidiary by any Credit Party, or any Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or, within thirty (30) days (as such time period may be extended by the Administrative Agent), after any Foreign Subsidiary becomes a Material Foreign Subsidiary, (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (B) if such Subsidiary is a Domestic Subsidiary (other than permitted an Excluded Subsidiaries Non-Guarantor Entity), cause such Domestic Subsidiary to execute and Receivables SPVs) created deliver or acquired by a Borrower as permitted under Section 7.04 shall otherwise become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before party to the fifteenth Guaranty, the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof, and amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders (15th1) Business Day after the end 100% of the fiscal quarter in Equity Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 65% (or such lesser percentage as is owned by the Borrower or a Guarantor) of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (if (and only if) (x) signing such Foreign Subsidiary is a joinder Material Foreign Subsidiary and (y) the Administrative Agent has so requested from the Borrower, then the applicable Equity Securities of such Foreign Subsidiary shall be pledged pursuant to a pledge agreement (or foreign equivalent thereof) governed by the laws of the jurisdiction of formation of such Foreign Subsidiary in form and substance reasonably acceptable to the Administrative Agent) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (C) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity 103 Securities in compliance with any applicable laws of jurisdictions outside of the United States), (D) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Domestic Subsidiary) required by law or reasonably requested by the Administrative Agent or the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lender Parties, a valid, legal and perfected first-priority security interest in and Lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such Subsidiary if such Subsidiary had been a Guarantor on the July 2017 Amendment Effective Date and (F) if requested by the Administrative Agent, deliver an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent providing that with respect to each new Guarantor, the pledge of the Equity Securities of each Subsidiary, and the other matters set forth in this Section 5.01(i). In addition, the Borrower shall, at its own expense promptly, and in any event within ten (10) Business Days (as such time period may be extended by the Administrative Agent), after the formation of or as of the date of the acquisition of any Subsidiary by any Loan Party cause such Subsidiary shall to become a Borrower hereunderparty to the Intercompany Subordination Agreement in accordance with the terms thereof. Notwithstanding the foregoing, and (y) providing such other documentation as the Loan Parties shall not be required to provide the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information or the Lenders with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, and (v) an opinion of in-house counsel to the Parent, in form and substance reasonably satisfactory to the Administrative Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofany Excluded Foreign Credit Support.

New Subsidiaries. As soon as practicable but in any event within 30 Business Days (aas such deadline may be extended from time to time by the Administrative Agent in its sole discretion) Any new following the acquisition or creation of any Domestic Restricted Subsidiary that is a Material Subsidiary (other than permitted any Excluded Subsidiaries Domestic Subsidiary), by Division or otherwise, or the time any existing Domestic Subsidiary (other than any Unrestricted Subsidiary and Receivables SPVsany Excluded Domestic Subsidiary) created or acquired by a Borrower as permitted under Section 7.04 shall is otherwise required to become a Borrower hereunder. Such Subsidiary in compliance with Section 3.03(b) or Section 7.15(b)(i), in each such case, the Company shall become a Borrower hereunder on or before cause to be delivered to the fifteenth (15th) Business Day after the end Administrative Agent each of the fiscal quarter in following, as applicable, all of which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement be in form and substance reasonably satisfactory to the Administrative Agent providing that such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory acceptable to the Administrative Agent: (a) a Borrower Joinder Agreement duly executed by such Domestic Subsidiary; (b) a Security Joinder Agreement duly executed by such Domestic Subsidiary; (c) Uniform Commercial Code financing statements naming such Domestic Subsidiary as "Debtor" and naming the Administrative Agent for the benefit of the Secured Parties as "Secured Party," in form, substance and (v) an number sufficient in the reasonable opinion of in-house the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Parent, in form and substance reasonably satisfactory Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (d) upon the reasonable request of the Administrative Agent, with respect an opinion of counsel to each Domestic Subsidiary executing Joinder Agreements, pursuant to this Section 7.12, dated as of the date of delivery of such applicable Joinder Agreements (xand other Loan Documents) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information provided for in respect thereof.this Section 101 #500021837_v16

New Subsidiaries. The Borrower shall, at its own expense promptly, and in any event (ai) Any new prior to or contemporaneously with the next Financial Statements for each quarter and each year end required to be delivered by Section 5.01(a)(i) and (ii) (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion) after the formation or acquisition of any Domestic Subsidiary (other than permitted Excluded Subsidiaries an Immaterial Subsidiary) or after any Domestic Subsidiary that is an Immaterial Subsidiary ceases to be an Immaterial Subsidiary and Receivables SPVs(ii) created prior to or acquired contemporaneously with the next Financial Statements for each quarter and each year end required to be delivered by Section 5.01(a)(i) and (ii) (as such time period may be extended by the Administrative Agent) after the formation or acquisition of any Foreign Subsidiary (other than an Immaterial Subsidiary) or after any Foreign Subsidiary that is an Immaterial Subsidiary ceases to be an Immaterial Subsidiary: (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (B) cause each Domestic Subsidiary (other than an Immaterial Subsidiary but including each Domestic Subsidiary that ceases to be an Immaterial Subsidiary) and each other Loan Party (other than a Borrower Foreign Subsidiary or an Immaterial Subsidiary), as permitted under Section 7.04 shall applicable, to become a Borrower hereunder. Such Subsidiary shall become party to the Guaranty, the Security Agreement, the Intellectual Property Security Agreement and each other applicable Security Document in accordance with the terms thereof, execute additional Security Documents (including a Borrower hereunder on or before Foreign Pledge Agreement, as applicable) if reasonably requested by the fifteenth (15th) Business Day after Administrative Agent and amend the end Security Documents as appropriate in light of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory event to pledge to the Administrative Agent providing that for the benefit of itself and the Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary shall become a Borrower hereunder, and (y2) providing 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) and 65% of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) of each such Person which becomes a Foreign Subsidiary (other documentation than an Immaterial Subsidiary) that is owned directly by the Borrower or a Domestic Subsidiary (provided that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by any Loan Party of any additional Equity Securities in any such Foreign Subsidiary to the Administrative Agent, on behalf of itself and the Lenders, under the Security Documents could not reasonably be expected to result in an increase in the aggregate net consolidated tax liabilities of the Loan Parties, then, promptly after the change in such laws, all such additional Equity Securities shall be so pledged under the Security Documents) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (C) except in the case of an Immaterial Subsidiary, deliver (or cause the appropriate Person to deliver) to the Administrative Agent all certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may reasonably request, including, without limitationbe requested by the Administrative Agent to perfect the Administrative Agent's first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States of America), (iD) KYC Requirement Information cause each document (including each Uniform Commercial Code financing statement and each filing with respect to such intellectual property owned by each new Domestic Subsidiary (other than an Immaterial Subsidiary)) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to Permitted Liens) subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (iiE) applicable documentation with respect to if requested by the conditions specified in Section 4.01(a)Administrative Agent, clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates deliver an opinion of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise counsel in form and substance satisfactory to the Administrative AgentAgent with respect to each new Domestic Subsidiary (other than an Immaterial Subsidiary), and/or the pledge of the Equity Securities of each Domestic Subsidiary and Foreign Subsidiary and the matters set forth in this Section and (vF) an opinion of in-house counsel deliver to the ParentAdministrative Agent the same organization documents, resolutions, certificates, lien searches and other matters set forth in Schedule 3.01(b) and (e) with respect to such new Subsidiary as required to be delivered with respect to the Borrower on the date hereof, in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, with respect no Excluded Subsidiary shall be required to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, be a Guarantor and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties no Excluded Assets shall be required to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofbe pledged as Collateral.

New Subsidiaries. (a) Any new Subsidiary (other than permitted Excluded Subsidiaries and Receivables SPVs) newly-created or acquired by a Borrower as Restricted Subsidiary of the Parent permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall ss.8.4 shall, within ten (10) days of being created or acquired, become a Borrower hereunder on (unless it is merged or before the fifteenth (15thamalgamated within such 10-day period) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall and become a Borrower party to the applicable Security Documents by (xi) signing a joinder agreement in substantially the form and substance reasonably satisfactory attached hereto as EXHIBIT F (the "Joinder Agreement"), (ii) signing allonges to the applicable Notes, (iii) pledging to the Administrative Agent providing that for the benefit of the Lenders all of the assets of such new Restricted Subsidiary shall become a Borrower hereunderand delivering UCC-1 financing statements naming the Administrative Agent as secured party and executed on behalf of such Restricted Subsidiary, and (yiv) providing such other documentation in such time period as the Administrative Agent may shall reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect PROVIDED THAT notwithstanding anything in this Credit Agreement to the conditions specified in Section 4.01(a)contrary, clauses (i) through (iv), (iii) evidence that all insurance no newly-created Restricted Subsidiary shall be required to become a Borrower hereunder or otherwise be maintained pursuant subject to the Loan Documents requirements of this ss.7.16 until such Restricted Subsidiary acquires or has been obtained and is assets having a value in effect with respect to excess of $100,000. Within such new Subsidiaryten-day period, together with insurance binders the Parent or other satisfactory certificates of insuranceBorrower, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory as applicable, shall pledge to the Administrative Agent, and (v) an opinion Agent for the benefit of in-house counsel to the Parent, in form and substance reasonably satisfactory to Lenders 100% of the Administrative Agent, with respect to (x) each capital stock or other equity interests of any such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentationRestricted Subsidiary. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 SCHEDULE 2 to include such new Subsidiary and the KYC Requirement Information in respect thereofBorrower.

New Subsidiaries. (a) Any new Subsidiary (other than permitted Excluded Subsidiaries and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory to Promptly notify the Administrative Agent providing at the time that such any Domestic Subsidiary shall become becomes a Borrower hereunder, Significant Subsidiary or any Domestic Subsidiary is acquired that constitutes a Significant Subsidiary and (y) providing such other documentation as the within 60 days thereof cause to be delivered to Administrative Agent may reasonably request, including, without limitation, for the benefit of Administrative Agent and the Lenders (iA) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise a Facility Guaranty in form and substance satisfactory to the Administrative AgentAgent or a Guaranty Joinder Agreement, and in each case executed by such Significant Subsidiary, (vB) an opinion of in-house counsel to such Significant Subsidiary dated as of the Parentdate of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to Administrative Agent and the Lenders, in form and substance reasonably satisfactory acceptable to Administrative Agent, (C) the Organization Documents of such Significant Subsidiary, (D) documents of the types referred to in Sections 5.01(a)(iii), (iv), and (vi), (E) a certificate signed by a Responsible Officer in form acceptable to the Administrative AgentAgent setting forth the amount of assets and revenues of each of the Borrower and each of its Domestic Subsidiaries, and (F) any updates or supplements as necessary to ensure that Schedule 6.13 is accurate and complete as of the date of such financial statements; provided, however, that such Facility Guaranty and opinion shall not be required with respect to (x) each such new a Domestic Subsidiary that (1) is organized under California, Delaware and/or New York lawintended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement, and (y2) in fact ceases to be a Significant Subsidiary in accordance with such joinder agreement plan prior to the end of the 60-day period described above; and related documentation. In such eventprovided, the Administrative Agent is hereby authorized by the parties further, that neither Tech Data Finance SPV nor any Special Purpose Finance Subsidiary shall be required to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofdeliver a Facility Guaranty.

New Subsidiaries. (a) Any new Promptly notify the Administrative Agent at the time that any Domestic Subsidiary becomes a Significant Subsidiary (other than permitted an Excluded Subsidiaries Subsidiary) or any Domestic Subsidiary is acquired that constitutes a Significant Subsidiary (other than an Excluded Subsidiary) and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory within 60 days thereof cause to the be delivered to Administrative Agent providing that such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as for the benefit of Administrative Agent may reasonably request, including, without limitation, and the Lenders (iA) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise a Facility Guaranty in form and substance satisfactory to the Administrative AgentAgent or a Guaranty Joinder Agreement, and in each case executed by such Significant Subsidiary, (vB) an opinion of in-house counsel to such Significant Subsidiary dated as of the Parentdate of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to Administrative Agent and the Lenders, in form and substance reasonably satisfactory acceptable to Administrative Agent, (C) the Organization Documents of such Significant Subsidiary, (D) documents of the types referred to in Sections 5.01(a)(iii), (iv), and (v), (E) a certificate signed by a Responsible Officer in form acceptable to the Administrative AgentAgent setting forth the amount of assets and revenues of each of the Borrower and each of its Domestic Subsidiaries, and (F) any updates or supplements as necessary to ensure that Schedule 6.13 is accurate and complete as of the date of such financial statements; provided, however, that such Facility Guaranty and opinion shall not be required with respect to (x) each such new a Domestic Subsidiary that (1) is organized under California, Delaware and/or New York lawintended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement, and (y2) in fact ceases to be a Significant Subsidiary in accordance with such joinder agreement plan prior to the end of the 60‑day period described above; and related documentation. In such eventprovided, the Administrative Agent is hereby authorized by the parties further, that no Excluded Subsidiary shall be required to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofdeliver a Facility Guaranty.

New Subsidiaries. (ai) Any new The Lessee shall promptly notify the Agent at the time that any Domestic Subsidiary (other than permitted Excluded Subsidiaries becomes a Significant Subsidiary or any Domestic Subsidiary is acquired that constitutes a Significant Subsidiary, and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before within 60 days thereof cause to be delivered to the fifteenth (15th) Business Day after Agent for the end benefit of the fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become Agent and the Financing Parties (A) a Borrower by (x) signing a joinder agreement Guaranty in form and in substance reasonably satisfactory to the Administrative Agent providing that or a Guaranty Joinder Agreement, in each case executed by such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such new Significant Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, and (vB) an opinion of in-house counsel to such Significant Subsidiary dated as of the Parentdate of delivery of the Guaranty or Guaranty Joinder Agreement addressed to the Agent and the Financing Parties, in form and substance reasonably satisfactory acceptable to the Administrative Agent, (C) the Organization Documents of such Significant Subsidiary, (D) documents of the types referred to in Sections 4.1(f) and (g), (E) a certificate signed by a Responsible Officer in form acceptable to the Agent setting forth the amount of assets and revenues of each of the Lessee and each of its Domestic Subsidiaries and (F) any updates or supplements as necessary to ensure that Schedule 5.1(m) is accurate and complete as of the date of such financial statements; provided, however, that such Guaranty and opinion shall not be required with respect to (x) each such new a Domestic Subsidiary that (1) is organized under California, Delaware and/or New York lawintended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Incorporated Covenants, and (y2) in fact ceases to be a Significant Subsidiary in accordance with such joinder agreement plan prior to the end of the 60-day period described above; and related documentation. In such event, the Administrative Agent is hereby authorized by the parties provided further that neither Tech Data Finance SPV nor any Special Purpose Finance Subsidiary shall be required to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofdeliver a Guaranty.

New Subsidiaries. The Borrower shall, at its own expense promptly, and in any event within ten (a10) Any new Business Days (as such time period may be extended by the Administrative Agent), after the formation of or as of the date of the acquisition of any Subsidiary by any Credit Party, or any Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or, within thirty (30) days (as such time period may be extended by the Administrative Agent), after any Foreign Subsidiary becomes a Material Foreign Subsidiary, (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (B) if such Subsidiary is a Domestic Subsidiary (other than permitted an Excluded Subsidiaries Non-Guarantor Entity), cause such Domestic Subsidiary to execute and Receivables SPVs) created deliver or acquired by a Borrower as permitted under Section 7.04 shall otherwise become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before party to the fifteenth Guaranty, the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof, and amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders (15th1) Business Day after the end 100% of the fiscal quarter in Equity Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 65% (or such lesser percentage as is owned by the Borrower or a Guarantor) of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Subsidiary was created or acquired. A Subsidiary shall become a Borrower by (if (and only if) (x) signing such Foreign Subsidiary is a joinder Material Foreign Subsidiary and (y) the Administrative Agent has so requested from the Borrower, then the applicable Equity Securities of such Foreign Subsidiary shall be pledged pursuant to a pledge agreement (or foreign equivalent thereof) governed by the laws of the jurisdiction of formation of such Foreign Subsidiary in form and substance reasonably acceptable to the Administrative Agent) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (C) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States), (D) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Domestic Subsidiary) required by law or reasonably requested by the Administrative Agent or the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lender Parties, a valid, legal and perfected first-priority security interest in and Lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such Subsidiary under clause (c) of Schedule 3.01 if such Subsidiary had been a Guarantor on the Closing Date and (F) if requested by the Administrative Agent, deliver an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent providing that with respect to each new Guarantor, the pledge of the Equity Securities of each Subsidiary, and the other matters set forth in this Section 5.01(i). In addition, the Borrower shall, at its own expense promptly, and in any event within ten (10) Business Days (as such time period may be extended by the Administrative Agent), after the formation of or as of the date of the acquisition of any Subsidiary by any Loan Party cause such Subsidiary shall to become a Borrower hereunderparty to the Intercompany Subordination Agreement in accordance with the terms thereof. Notwithstanding the foregoing, and (y) providing such other documentation as the Loan Parties shall not be required to provide the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information or the Lenders with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such new Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent, and (v) an opinion of in-house counsel to the Parent, in form and substance reasonably satisfactory to the Administrative Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (y) such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereofany Excluded Foreign Credit Support.