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

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages and related Real Estate Deliveries with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 30 days after such event or, with respect to the pledge of such formation any Equity Interests issued by a CFC or acquisition FSHCO, 60 days (or or, in any case, such later date as permitted agreed by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowersthe Administrative Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC or a FSHCO (and none of the Equity Interests of any Subsidiary of such CFCCFC or FSHCO, as applicable) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowersthe Administrative Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)thereby, and (c) 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 opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. No Person which becomes a Guarantor after the Closing Date shall constitute a Borrowing Base Party without Agent’s prior written consent (which shall not be unreasonably withheld).

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

Formation of Subsidiaries. Each Parent and Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (other than a Non-Guarantor Subsidiary), within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the US Guaranty and Security Agreement and/or a joinder to the Canadian Guarantee and Security Agreement, as applicable, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, except to the extent such assets are expressly excluded from the Collateral pursuant to the Security Agreements); provided, that the joinder to the US Guaranty and Security Agreement, Agreement and/or a joinder to the Canadian Guarantee and Security Agreement and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a US Loan Party that is a CFC or if providing such agreements would could reasonably be expected to (i) result in material adverse tax consequences or consequences, (ii) result in the costs to the Loan Parties of providing such guaranty or such security agreements that are unreasonably excessive disproportionately large (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebythereby or (iii) be prevented or significantly impaired by foreign laws or regulations, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the US Guaranty and Security Agreement and a Canadian Guarantee and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower any US Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would could reasonably be expected to (i) result in material adverse tax consequences to a Loan Party or its Affiliates, (ii) result in the costs to the Loan Parties of providing such pledge are unreasonably excessive that are disproportionately large (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby thereby, (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)) or (iii) be prevented or significantly impaired by foreign laws or regulations, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and Collateral to the extent required to be subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

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

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC or Disregarded Domestic Person if providing such agreements would result in adverse tax consequences to a Loan Party or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC (other than a Protected CFC) or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFC) CFC or Disregarded Domestic Person shall be required to be pledged if pledging a greater amount would result in adverse tax consequences to the Loan Parties or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) 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 opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Notwithstanding the foregoing, each Domestic Loan Party shall pledge 100% of the equity it directly owns in any Protected CFC, provided that such pledge (and any perfection of any such security interest, as applicable) shall not be required to be governed by the laws of the applicable Protected CFC's jurisdiction of incorporation or formation unless and until such Protected CFC constitutes a Material Foreign Subsidiary. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

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

Formation of Subsidiaries. Each Borrower Loan Party will, at any time after the time Closing Date that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date(or at any time an Excluded Subsidiary is no longer an Excluded Subsidiary or at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary), within 10 ten (10) days of such formation or acquisition Permitted Acquisition (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement or Canadian Guarantee and Security Agreement, as applicable, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary owned in fee with a fair market value greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that notwithstanding the joinder to the Guaranty and Security Agreementforegoing, and such other security agreements new Subsidiary shall not be required to be provided provide such agreements if and to Agent the extent that such new Subsidiary is providing a guaranty or security agreements in connection with respect to any Subsidiary other Indebtedness of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyParty, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement or Canadian Guarantee and Security Agreement, as applicable) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, further, that only 65notwithstanding the foregoing, a pledge of 100% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any such Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs and to the extent that such a pledge is provided in connection with any other Indebtedness of any Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)Party, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or insurance, flood certification documentation and 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 a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten (10) days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that that, the Joinder and the joinder to the Guaranty and Security Agreement, Agreement and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such and security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, and (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including the Governing Documents of such Subsidiary and, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Irish Holdings will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Permitted Discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the applicable Guaranty and Security AgreementDocuments, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the applicable Guaranty and Security AgreementDocuments, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would could result in adverse tax Tax consequences (as determined in the reasonable discretion of the applicable Loan Party) or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the applicable Guaranty and Security AgreementDocuments) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would could result in adverse tax Tax consequences (as determined in the reasonable discretion of the applicable Loan Party) or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

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

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

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

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of (a) 30 days, other than with respect to title insurance or other documentation with respect to Real Property, or (b) 90 days, with respect to title insurance and other documentation with respect to Real Property, after such formation or acquisition (or such later date as permitted by Agent in its sole discretion) ), (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0003,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject only to (y) Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases and (z) the Liens granted under the Term Loan Documents that are expressly permitted under the terms of the Intercreditor Agreement to be first priority Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each The Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (including by virtue of any statutory division of Borrower or any Subsidiary of Borrower) (other than any Subsidiary for so long as it is an Excluded Subsidiary), (i) within 10 days 15 Business Days of such formation or acquisition provide written notice to Agent of such formation or acquisition and (ii) within 30 Business 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) a joinder to the Guaranty Guarantee in this agreement and the applicable Security Agreement, Documents together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0005,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary unless expressly not required by the Loan Documents); provided, that that, the joinder to the Guaranty Guarantee in this agreement and the applicable Security Agreement, Documents and such other security agreements shall not be required to be provided to Agent provide for a guaranty of the Obligations and the Liens granted thereunder shall not secure the Obligations, in each case with respect to any such Subsidiary of any Borrower that is a CFC or a FSHCO if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive would result in material adverse tax consequences (as reasonably determined by Agent Borrower in consultation with BorrowersAgent) in relation to the benefits to Agent (with any such joinder, guarantee, pledge or security interest immediately terminating as and the Lenders of the security when such material adverse tax consequences arise or guarantee afforded therebyexist), (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum addenda to the Guaranty and applicable Security AgreementDocuments) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier direct Subsidiary of a Borrower Loan Party that is a CFC or a FSHCO (and none of the Equity Interests of any Subsidiary of such CFC) CFC or a FSHCO shall be required to be pledged as security for the Obligations if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as reasonably determined by Agent Borrower in consultation with BorrowersAgent) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws Laws of the jurisdiction of such Subsidiary) (with any such joinder, guarantee, pledge or security interest immediately terminating as and when such material adverse tax consequences arise or exist), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Subject to the Intercreditor Agreement, each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days fifteen (15) Business Days (or, with respect to any real property documents or actions, sixty (60) days) of such formation or acquisition (or such later date as permitted by Agent Co-Collateral Agents in its their sole discretion) (a) cause such new Subsidiary to provide to Agent Co-Collateral Agents a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000S5,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Co-Collateral Agents (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent Co-Collateral Agents with respect to any Subsidiary of Parent or any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (b) provide, or cause the applicable Loan Party to provide, to Agent Co-Collateral Agents a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentCo-Collateral Agents; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentCo-Collateral Agents, which, in its their opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 a Loan Document. 1.17. Section 5.12. Section 5.12 of the Credit Agreement is amended and restated in its entirety to read as follows:

Formation of Subsidiaries. Each Subject to the Intercreditor Agreement, each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days fifteen (15) Business Days (or, with respect to any real property documents or actions, sixty (60) days) of such formation or acquisition (or such later date as permitted by Agent Co-Collateral Agents in its their sole discretion) (a) cause such new Subsidiary to provide to Agent Co-Collateral Agents a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,00010,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Co-Collateral Agents (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent Co-Collateral Agents with respect to any Subsidiary of Parent or any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (b) provide, or cause the applicable Loan Party to provide, to Agent Co-Collateral Agents a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentCo-Collateral Agents; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) provide to Administrative Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentCo-Collateral Agents, which, in its their opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all 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 a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Designated Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Designated Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Agent, at Agent’s election, a guaranty of the Obligations or a joinder to the Guaranty this Agreement and Security Agreementsuch other documentation as Agent shall request to cause such Subsidiary to become a Borrower, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Designated Loan Party that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Designated Loan Parties of providing such guaranty or such joinder, executing any security agreements documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Designated Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days Business 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that (i) the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Excluded Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences consequences, or could reasonably be expected to result in future adverse tax consequences, or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, and (ii) Borrower shall have 90 days (or such later date as permitted by Agent in its sole discretion) to provide the mortgages and related documentation with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Excluded Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any second tier Excluded Subsidiary (and none of such CFCthe assets (including Equity Interests) of any Excluded Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences consequences, or could reasonably be expected to result in future adverse tax consequences, or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage, subject to clause (a)(ii) above). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, (x) within 10 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 Canadian Security Documents and Security Agreementother applicable Loan Documents (including this Agreement to the extent that such Subsidiary is to be joined as a Borrower hereunder), as applicable, which joinder shall include such provisions as Agent shall consider necessary or desirable for the inclusion of such Subsidiary as a Borrower or other Loan Party including such provisions as are necessary or desirable to reflect the formation of such Subsidiary under the laws of a jurisdiction other than Canada or the location of Collateral outside of Canada and a guarantee of the Obligations, if required, together with such other security agreements agreements, ,as well as appropriate financing statements (and with respect to all Real Property Collateral subject (or required hereunder to be subject) to a Mortgage, fixture filings) all in form and substance reasonably satisfactory to Agent (including mortgages 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 (other than Excluded Property, as defined in the Canadian Security Documents); to the applicable Canadian Security Documents, the guarantee and such other security agreements shall not be required to be provided to Agent with respect to Obligations, if the costs to the Loan Parties of providing such guarantee or such security agreements are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefit to Agent and the Lenders of the security or guarantee afforded thereby and (b) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable judgment, is necessary with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance, or other documentation with respect to all Real Property Collateral owned in fee and required to be subject to a Mortgage), and (y) within 60 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), (a) cause such new Subsidiary to provide to Agent Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Real Property assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, evidence of flood certification documentation (to the extent required) or other documentation with respect to all Real Property owned in fee and subject to (or required hereunder to be subject to) a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary Subsidiary, or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause such new Subsidiary Subsidiary, and if applicable, such Loan Party, to provide to Agent Lender a joinder to the Intercompany Subordination Agreement, to the extent applicable, a Stock Pledge Agreement, the Guaranty and the Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate UCC-1 financing statements (and with respect to all property subject to a mortgage, fixture filings)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); , provided, that the joinder to the Guaranty and the Security Agreement, and such other security agreements shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that a Loan Party organized outside of the United States to the extent (1) such Subsidiary is a CFC if providing such agreements would result in adverse tax consequences or (2) the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders Lender of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party Subsidiary 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 all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentLender; provided, that only 65% of the total outstanding voting Equity Interests Securities of any first tier Subsidiary of a Borrower Loan Party that is a CFC (and none of the Equity Interests Securities of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent▇▇▇▇▇▇, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent Lender all other documentation, including one or more customary opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies and the perfection of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)Lender’s Liens. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 30 days of after such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Material Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Estate Asset), 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, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC CFC, so long as such Subsidiary does not guaranty the Term Loan Debt, if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days after such formation or cause the applicable Loan Party to provide, acquisition (or 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 in form and substance reasonably satisfactory to Agent; provided, provided that only 6566% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or consequences; and provided, further, that no such pledge shall be required if the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the At any time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 30 days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause any such new Subsidiary to provide to Agent a Guaranty and a joinder to the Guaranty and applicable Security AgreementDocuments, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000200,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the that, a Guaranty or a joinder to the Guaranty and applicable Security AgreementDocuments, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any such Security Documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent the Required Lenders in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause acquisition (or such later date as permitted by the applicable Loan Party to provide, Required Lenders in their sole discretion) provide to Agent a pledge agreement (or an addendum to the Guaranty and applicable Security AgreementDocument) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agentthe Required Lenders; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) that, no other pledge shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such other pledge are unreasonably excessive (as determined by Agent the Required Lenders in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)thereby, and (c) within 30 days of such formation or acquisition (or such later date as permitted by the Required Lenders in their sole discretion) provide to Agent all other documentation, including one documentation reasonably requested by Agent or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above Required Lenders (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

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

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days of such formation or acquisition (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); providedprovided that if such new Subsidiary is a Foreign Subsidiary, that the execution and delivery of such joinder to the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements it would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent Borrower and the Lenders of the security or guarantee afforded therebyits Subsidiaries, (b) provide, or cause the applicable Loan Party to provide, 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 Subsidiary, in form and substance reasonably satisfactory to Agent; providedprovided that if such new Subsidiary is a Foreign Subsidiary, that the pledge of only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) its ownership interests shall be required to be pledged if pledging a the pledge of any greater amount percentage would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent Borrower and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)its Subsidiaries, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.16 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days Business 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in material adverse tax Tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax Tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each of Parent and Borrower will, unless otherwise agreed by Agent in its sole discretion, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent, as may be agreed to by Agent and Borrower (i) a joinder to the Guaranty and Security AgreementAgreement (as a guarantor of the Obligations) or (ii) a joinder to this Agreement and the Guaranty and Security Agreement (as a borrower), together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to this Agreement and the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days Business Days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Lender a joinder to the Guaranty this Agreement and Security Agreementsuch other Loan Documents as reasonably required by Lender, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)) as may be reasonably necessary to perfect the security interests created by the Loan Documents, all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty a guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements documents are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby, (b) provide, within 10 Business Days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Lender in its sole discretion) 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 all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentLender; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby (which pledge, if reasonably requested by AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 Business Days of such formation or acquisition (or such later date as permitted by Lender in its sole discretion) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, within 10 days Business 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation, or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party the Company forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, the Company shall (A) within 10 15 days of such formation or acquisition (or such later date as permitted by Collateral Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Collateral Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, Agreement and such other security agreements documents shall not be required to be provided to Collateral Agent with respect to any Subsidiary of any Borrower the Company that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties Company of providing such guaranty executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Collateral Agent in consultation with Borrowersthe Company) in relation to the benefits to of Collateral Agent and the Lenders Buyers of the security or guarantee afforded thereby, (bB) provide, within 15 days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Collateral Agent in its sole discretion) provide to provide, to Collateral Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Collateral Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower the Company that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties Company of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Collateral Agent in consultation with Borrowersthe Company) in relation to the benefits to of Collateral Agent and the Lenders Buyers of the security or guarantee afforded thereby (which pledge, if reasonably requested by Collateral Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (cC) within 15 days of such formation or acquisition (or such later date as permitted by Collateral Agent in its sole discretion) provide to Collateral Agent all other documentation, including including, if requested, one or more opinions of counsel reasonably satisfactory to Collateral Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5(a)(x) shall constitute be a Loan Transaction Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 fifteen (15) days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) ) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor Security Agreement, together (b) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, that the joinder to the Guaranty and the Guarantor Security Agreement, Agreement and such other security agreements Security Documents, shall not be required to be provided to the Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (bc) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentSubsidiary; provided, that only sixty-five percent (65% %) of the total outstanding voting Equity Voting Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (cd) provide to the Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Agent, which, in its opinionPermitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 15 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (or any Minority-Owned Entity in connection with a Permitted Acquisition) after the Closing Date, such Loan Party shall (a) within 10 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (other than an Insignificant Party until such time as such Subsidiary is no longer an Insignificant Party and Agent has provided Borrower with notice thereof) (or such new Minority-Owned Entity in connection with a Permitted Acquisition) to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary (or such new Minority-Owned Entity in connection with a fair market Permitted Acquisition) with an appraisal or Loan Party’s good-faith estimate of the current value greater than of such real property in excess of $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary (or Minority-Owned Entity in connection with a Permitted Acquisition) to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent (or any Borrower Minority-Owned Entity) that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 (or such new Minority-Owned Entity in form and substance connection with a Permitted Acquisition) reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of Parent (or Minority-Owned Entity in connection with a Borrower Permitted Acquisition) that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such SubsidiarySubsidiary (or such Minority-Owned Entity)), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, unless waived by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgagerequirement to provide a mortgage in accordance with the terms of this Section 5.11). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything contained herein to the contrary, none of KBS+P Atlanta LLC, ▇▇▇▇▇▇▇▇▇▇▇ Bond & Partners West LLC, Outeractive, LLC, Pulse Marketing, LLC, Skinny NYC LLC, Track 21 LLC, 8391009 Canada Limited, Capital C Partners GP Inc., TS Holdings LP, Studio Pica Inc., Trapeze Media Limited, Tree City Inc. and X Connections Inc., shall be deemed to be, or required to become, a Loan Party so long as, and to the extent that, such Person either (i) is liquidated, wound up or dissolved within 90 days after the Closing Date or (ii) at all times (x) generates revenue (excluding intercompany sales among Loan Parties and their Subsidiaries), as of any date of determination, for the 12 month period most recently ended, in an amount not to exceed the Dollar Equivalent of $250,000 and (y) owns assets (excluding intercompany receivables from Loan Parties and their Subsidiaries) in an amount not to exceed the Dollar Equivalent of $250,000.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), Subsidiary) as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to 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 joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); provided further, that @Ventures shall not be required to pledge the Equity Interests of its Subsidiaries or Portfolio Companies pursuant to the foregoing subsection (b); and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that within thirty days after any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 thirty days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages and related deliveries in accordance with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), Section 5.17) as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% (or such greater percentage that would not reasonably be expected to result in any additional material tax liability (or a material loss of tax benefits) to the Loan Parties; provided, that any such additional pledge shall be automatically released without any further action by any of the parties hereto upon notice to the Agent by the Administrative Borrower of its reasonable determination that such additional pledge is reasonably expected to result in any additional material tax liability (or a material loss of tax benefits)) of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC Foreign Subsidiary, a FSHC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary, FSHC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) 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 opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation Mortgages and related deliveries in accordance with respect to all Real Property owned in fee and subject to a mortgageSection 5.17). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing DateDate or designates an Inactive Subsidiary as a non-Inactive Subsidiary, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) Loan Party shall (a) within 10 Business Days of such formation, acquisition or designation cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and a Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed formed, acquired or acquired designated Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) providewithin 10 Business Days of such formation, acquisition or cause the applicable Loan Party to provide, designation (or 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, pledge shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 Business Days of such formation, acquisition or designation (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

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

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

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

Formation of Subsidiaries. Each Borrower Parent will, at the time that any Loan Party forms if (i) any direct or indirect Subsidiary of Parent is formed that is or acquires becomes a Significant Party, (ii) any direct or indirect Subsidiary after the Closing Dateof Parent is acquired that is or becomes a Significant Party, or (iii) any existing Subsidiary becomes a Significant Party, within 10 30 days of such formation or acquisition or becoming a Significant Party (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent either (as requested by Agent) a joinder to this Agreement to become a Borrower or a guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the such joinder to the Guaranty or guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, that (1) only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are being unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (2) such pledge shall not be required if providing such pledge would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby, and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. Notwithstanding anything contained herein to the contrary, Bocas Fruit shall not be required to become a Loan Party.

Formation of Subsidiaries. Each Borrower The Loan Parties will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than a Subsidiary which is a CFC or an Excluded Domestic Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date, within 10 20 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than 074658.16087/126128822v.10 $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a Loan Party that is a CFC or an Excluded Domestic Subsidiary if providing such agreements would result in material adverse tax consequences to the Loan Parties or the costs to of the Loan Parties of providing such guaranty or such security agreements agreement are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower any Loan Party that is a CFC or an Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such CFCCFC or an Excluded Domestic Subsidiary) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to of the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded pledge thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of after such formation or acquisition and the capitalization of such Subsidiary in excess of $25,000 (or such later date as permitted by Agent Lender in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Lender a joinder to the this Agreement or a Guaranty and Security Agreement(as determined by Lender), together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of simple by such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties a Subsidiary of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebya CFC, (b) provide, within 10 days after such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Lender in its sole discretion) 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 all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentLender; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) within 10 days after such formation or acquisition (or such later date as permitted by Lender in its sole discretion) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.16 shall constitute be a Loan Document.”

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (or any Minority-Owned Entity in connection with a Permitted Acquisition) after the Closing Date, such Loan Party shall (a) within 10 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (other than an Insignificant Party until such time as such Subsidiary is no longer an Insignificant Party and Agent has provided Borrower with notice thereof) (or such new Minority-Owned Entity in connection with a Permitted Acquisition) to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary (or such new Minority-Owned Entity in connection with a fair market Permitted Acquisition) with an appraisal or Loan Party’s good-faith estimate of the current value greater than of such real property in excess of $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary (or Minority-Owned Entity in connection with a Permitted Acquisition) to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent (or any Borrower Minority-Owned Entity) that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 (or such new Minority-Owned Entity in form and substance connection with a Permitted Acquisition) reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of Parent (or Minority-Owned Entity in connection with a Borrower Permitted Acquisition) that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such SubsidiarySubsidiary (or such Minority-Owned Entity)), and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, unless waived by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgagerequirement to provide a mortgage in accordance with the terms of this Section 5.11). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything contained herein to the contrary, none of 2329640 Ontario Inc., an Ontario corporation, Adrenalina LLC, a Delaware limited liability company, Company C Communications, Inc., a Delaware corporation, Company C Communications LLC, a Delaware limited liability company Fearless Progression LLC, a Delaware limited liability company, HW Acquisition LLC, a Delaware limited liability company, Margeotes F▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, a Delaware limited liability company, and Traffic Generators, LLC, a Georgia limited liability company, shall be deemed to be, or required to become, a Loan Party so long as, and to the extent that, such Person either (i) is liquidated, wound up or dissolved within 180 days after the Closing Date or (ii) at all times (x) generates revenue (excluding intercompany sales among Loan Parties and their Subsidiaries), as of any date of determination, for the 12 month period most recently ended, in an amount not to exceed the Dollar Equivalent of $250,000 and (y) owns assets (excluding intercompany receivables from Loan Parties and their Subsidiaries) in an amount not to exceed the Dollar Equivalent of $250,000.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case other than any Immaterial Subsidiary, within 10 days any Subsidiary that does not own any Obligor Loan Receivables or any other Collateral, and any Subsidiary subject to prohibitions on becoming an obligor with respect to the Loan Document under applicable law or a material agreement not created in contemplation of such formation or acquisition acquisition), each Loan Party will, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a joinder Joinder to the Guaranty and Security this Agreement, or (ii) otherwise, to become a Guarantor by executing a Guaranty, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); , provided, that the joinder to the such Guaranty and Security Agreementsecurity agreements, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in an adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in an adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) 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 opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or designates an Inactive Subsidiary as a non-Inactive Subsidiary, such Loan Party shall (a) within 10 days of such formation formation, acquisition or acquisition (or such later date as permitted by Agent in its sole discretion) (a) designation cause such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed formed, acquired or acquired designated Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) providewithin 10 days of such formation, acquisition or cause the applicable Loan Party to provide, designation (or 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65662/3% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, pledge shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation, acquisition or designation (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

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

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

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

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any such Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 thirty (30) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (other than any Permitted Servicing Joint Ventures) to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, Agreement and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC or Foreign Subsidiary Holding Company if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower any Loan Party that is a CFC (and none of the Equity Interests of any or Foreign Subsidiary of such CFC) Holding Company shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable 130 documentation referred to above (including policies of title insurance or other documentation above; provided in no event shall any Loan Party be required to provide any security with respect to all its Real Property owned in fee and subject to a mortgage)Property. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. At least five (5) days prior to any Person becoming a Loan Party, if requested by Agent or any Lender, the Borrowers shall cause any such Person that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and has not previously delivered a Beneficial Ownership Certification to deliver a Beneficial Ownership Certification to Agent and the Lenders.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the such joinder to the Guaranty and Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Foreign Subsidiary, so long as such Subsidiary of does not guaranty any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyTerm Loan Indebtedness, (b) provide, within 15 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Foreign Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. This Section 5.11 is subject in all respects to the provisions of the Intercreditor Agreement.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party Borrower forms any direct or indirect Subsidiary Subsidiary, or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause such new Subsidiary Subsidiary, and if applicable, such Borrower, to provide to Agent Lender a joinder to the Intercompany Subordination Agreement, to the extent applicable, a Stock Pledge Agreement, the Guaranty and the Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate UCC-1 financing statements (and with respect to all property subject to a mortgage, fixture filings)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); , provided, that the joinder to the Guaranty and the Security Agreement, and such other security agreements shall not be required to be provided to Agent Lender with respect to any Subsidiary of any a Borrower that organized outside of the United States to the extent (1) such Subsidiary is a CFC if providing such agreements would result in adverse tax consequences or (2) the costs to the Loan Parties Borrowers of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders Lender of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party Subsidiary 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 all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentLender; provided, that only 65% of the total outstanding voting Equity Interests Securities of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Securities of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent Lender all other documentation, including one or more customary opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies and the perfection of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)Lender’s Liens. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 5.7 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 15 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Foreign Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyExcluded Domestic Subsidiary, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC or Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary or Excluded Domestic Subsidiary ) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)pledged, and (c) provide to Agent all other documentation, including including, if requested, one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary (or any Minority-Owned Entity in connection with a Permitted Acquisition) after the Closing Date, such Loan Party shall (a) within 10 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary (other than any Immaterial Subsidiary until such time as such Subsidiary is no longer an Immaterial Subsidiary and Agent has provided Borrower with notice thereof) (or such new Minority-Owned Entity in connection with a Permitted Acquisition) to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary (or such new Minority-Owned Entity in connection with a fair market Permitted Acquisition) with an appraisal or Loan Party’s good-faith estimate of the current value greater than of such real property in excess of $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary (or Minority-Owned Entity in connection with a Permitted Acquisition) to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreement, such guaranty and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of Parent (or any Borrower Minority-Owned Entity) that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 20 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 (or such new Minority-Owned Entity in form and substance connection with a Permitted Acquisition) reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of Parent (or Minority-Owned Entity in connection with a Borrower Permitted Acquisition) that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such SubsidiarySubsidiary (or such Minority-Owned Entity)), and (c) within 20 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, unless waived by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgagerequirement to provide a mortgage in accordance with the terms of this Section 5.11). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to this Agreement and the Guaranty and Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000, and including a collateral assignment of acquisition agreements, if applicable), 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, provided that the joinder to this Agreement, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty joinder to this Agreement, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (with the determination as to whether such costs are unreasonably excessive to be determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee other recourse afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (with the determination as to whether such tax consequences or costs are unreasonably excessive to be determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to of Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be ATI-2336232v16 30 governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable discretion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

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

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

Formation of Subsidiaries. Each Borrower Parent will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements (including mortgages with respect to any Real Property owned (x) in fee of such new Subsidiary with a fair market value greater than in excess of $1,000,000200,000 or (y) by lease, with respect to which the gross rental payments are in excess of $100,000 annually and for which the term of the leasehold (after giving effect to any renewals and extensions at the option of such new Subsidiary) is two years or longer), 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 as to priority only to Permitted Senior Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreementsuch guaranty, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC CFC, so long as such Subsidiary does not guaranty any of the Indebtedness under the Split Lien Documents, if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 (to the extent required in the applicable pledge agreement) and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, that only 6566% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersAdministrative Borrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower The Loan Parties will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than a Subsidiary which is a CFC or an Excluded Domestic Subsidiary) or acquires any direct or indirect Subsidiary after the Closing Date, within 10 20 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower a Loan Party that is a CFC or an Excluded Domestic Subsidiary if providing such agreements would result in material adverse tax consequences to the Loan Parties or the costs to of the Loan Parties of providing such guaranty or such security agreements agreement are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower any Loan Party that is a CFC or an Excluded Domestic Subsidiary (and none of the Equity Interests of any Subsidiary of such CFCCFC or an Excluded Domestic Subsidiary) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to of the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded pledge thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Borrowers that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the At any time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 thirty (30) days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause any such new Subsidiary to provide to Agent the Required Lenders a Guaranty and a joinder to the Guaranty Security Agreement and Security Agreementany other applicable Loan Documents, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000), 200,000) as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Required Lenders (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the that, a Guaranty or a joinder to the Guaranty Security Agreement and Security Agreementother applicable Loan Documents, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing the Security Agreement and other Loan Documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within thirty (30) days of such formation or cause acquisition (or such later date as permitted by the applicable Loan Party to provide, Required Lenders in their sole discretion) provide to Agent a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement or other applicable Loan Documents) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; the Required Lenders provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) that, no other pledge shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such other pledge are unreasonably excessive (as determined by Agent the Required Lenders in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)thereby, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel documentation reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to requested by the execution and delivery of the applicable documentation referred to above Required Lenders (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 thirty (30) days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) (a) cause such new Subsidiary, if such new Subsidiary is a Domestic Subsidiary and Borrower Agent requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower, to provide to Agent a joinder to this Agreement, (b) if such new Domestic Subsidiary is not joined as a Borrower, cause such new Domestic Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor Security Agreement, together (c) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, that the joinder to the Guaranty and the Guarantor Security Agreement, Agreement and such other security agreements Security Documents, shall not be required to be provided to the Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (bd) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentSubsidiary; provided, that only sixty-five percent (65% %) of the total outstanding voting Equity Voting Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (ce) provide to the Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Agent, which, in its opinionPermitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000200,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (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 joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

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

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

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

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

Formation of Subsidiaries. Each Borrower will, at the time that If any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Date, such Loan Party shall (a) within 10 thirty (30) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (aPermitted Discretion) cause any such new Subsidiary (other than an Excluded Subsidiary) to provide to Agent a joinder to the Guaranty (in the form attached as Annex I thereto, appropriately completed) and the Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents as Agent shall reasonably request, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all which other security documents shall be in form and substance reasonably satisfactory to Agent, and take such action as Agent (including being sufficient shall request to grant Agent establish, create, preserve, protect or perfect a first priority Lien (subject to Permitted Liens) in and to the assets Collateral in which such new Subsidiary has or may thereafter acquire any interest in favor of such newly formed or acquired Subsidiary)Agent for the benefit of the Secured Parties; provided, provided that the a joinder to the Guaranty and Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing such Security Agreement or any such other security agreements documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee to be afforded thereby, (b) provide, within thirty (30) days (or cause the applicable Loan Party to provide, such later date as permitted by Agent in its Permitted 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock (but 100% of the total outstanding non-voting Stock) of any US Foreign HoldCo or any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within thirty (30) days (or such later date as permitted by Agent in its Permitted Discretion) provide to Agent all other documentationdocumentation as the Agent may reasonably request, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, reasonable opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above in this Section 5.11 and (including policies of title insurance or other documentation d) with respect to all any Real Property owned in fee by any such new Subsidiary (other than an Excluded Subsidiary), within thirty (30) days (or such later date as permitted by Agent in its Permitted Discretion) of any acquisition of such new Subsidiary (excluding any Real Property with a fair market value less than $1,000,000), deliver or cause to be delivered to Agent, with respect to such Real Estate, in each case in form and subject substance reasonably satisfactory to Agent, a mortgage)mortgage or deed of trust, as applicable, applicable fixture filings, title policies and such other customary documentation as Agent may reasonably request with respect to such Real Property. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each of Parent and each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent, as may be agreed to by Agent and Borrowers (i) a joinder to the Guaranty and Security AgreementAgreement (as a guarantor of the Obligations) or (ii) a joinder to this Agreement and the Guaranty and Security Agreement (as a borrower), together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to this Agreement and the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that (i) any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Material Subsidiary after the Closing DateDate that is a Domestic Subsidiary or (i) any Domestic Subsidiary that is an Immaterial Subsidiary becomes a Material Subsidiary, within 10 thirty (30) days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) ) (a) cause such new Subsidiary and Borrower Agent requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower, to provide to Agent a joinder to this Agreement, (b) if such Subsidiary is not joined as a Borrower, cause such Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor Security Agreement, together (c) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, that the joinder to the Guaranty and the Guarantor Security Agreement, Agreement and such other security agreements Security Documents, shall not be required to be provided to the Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (bd) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentSubsidiary; provided, that only sixty-five percent (65% %) of the total outstanding voting Equity Voting Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, pledge shall not be required to be governed by the laws of the jurisdiction of such Subsidiary), and (ce) provide to the Agent all other documentationdocumentation and take all actions, including one or more opinions of counsel reasonably satisfactory to Agent, whichperfect Liens, in its opinion, is appropriate connection with respect to the execution and delivery of the applicable documentation referred to above foregoing (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, Mortgage and opinions of counsel to the extent reasonably requested by the Agent (it being understood and agreed that no opinions of local or instrument executed or issued pursuant additional counsel shall be requested by the Agent other than in connection with the joinder of a Borrower to this Section 5.11 shall constitute Agreement or entry into a Loan DocumentMortgage)).

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 fifteen (15) days of such formation or acquisition event (or such later date as permitted by the Agent in its sole discretion) (a) cause such new Subsidiary, if such new Subsidiary is a Domestic Subsidiary and Borrower Agent requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower, to provide to Agent a joinder to this Agreement, (b) if such new Domestic Subsidiary is not joined as a Borrower, cause such new Domestic Subsidiary to provide to Agent a joinder to the Guaranty and the Guarantor Security Agreement, together (c) to the extent required by and subject to the exceptions set forth in this Agreement and the Security Documents, deliver to Agent financing statements with respect to such Subsidiary, a Pledged Interests Addendum with respect to the Equity Interests of such Subsidiary, and such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filingsSubsidiary), all in form and substance reasonably satisfactory to Agent (including being sufficient the Agent, necessary to grant Agent a first priority Lien (subject create the Liens intended to Permitted Liens) in and to be created under the assets of such newly formed or acquired Subsidiary)Security Documents; provided, that the joinder to the Guaranty and the Guarantor Security Agreement, Agreement and such other security agreements Security Documents, shall not be required to be provided to the Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyForeign Subsidiary, (bd) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) Pledged Interests Addendum and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentSubsidiary; provided, that only sixty-five percent (65% %) of the total outstanding voting Equity Voting Interests of any first tier Foreign Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFCForeign Subsidiary) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (ce) provide to the Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to the Agent, which, in its opinionPermitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first first-priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary (other than any assets expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement))); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary (other than any Subsidiary that is, or may be, a Borrower) of a Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), provided that, notwithstanding anything to the contrary contained in this Section 5.11, Borrowers shall provide Agent with a pledge of all of the direct or beneficial ownership interest in any Foreign Subsidiary which Borrowers provide to the Third-Party Term Loan Agent to secure any of the Third-Party Term Loan Obligations from time to time, which pledge shall be (i) subject to the terms of the Intercreditor Agreement, (ii) provided to Agent substantially concurrent with the pledge provided to the Third-Party Term Loan Agent and (ciii) provide granted pursuant to documentation substantially similar to that provided to Third-Party Term Loan Agent all other documentation(which, including one or more opinions of counsel reasonably satisfactory to if required by Third-Party Term Loan Agent, which, in its opinion, is appropriate with respect to the execution may include pledge and delivery of the applicable security documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.governed

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing DateDate or any Immaterial Subsidiary becomes a Material Subsidiary, such Loan Party shall (a) within 10 15 days of such formation or acquisition or change in status (or 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 documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,0005,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted LiensLiens or the Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary or such existing Subsidiary that becomes a Material Subsidiary); provided, provided that the (i) such joinder to the Guaranty and Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Foreign Subsidiary, so long as such Subsidiary does not guaranty any of the Term Loan Indebtedness or any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or Additional Indebtedness and (ii) no Immaterial Subsidiary shall be excluded from the costs foregoing requirements to the extent that such Subsidiary is, or is required to become, an obligor in respect of Term Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyIndebtedness, (b) provide, within 15 days of such formation or cause the applicable Loan Party to provide, acquisition or change in status (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Foreign Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, (1) if provided to the Term Loan Administrative Agent and/or the lenders under the Term Loan Credit Agreement or (2) if reasonably requested by AgentAgent with respect to a Foreign Subsidiary that generates annual revenue in excess of 5.0% of the consolidated annual revenue of Borrowers and their Subsidiaries or owns assets the book value of which exceeds 5.0% of the consolidated book value of the total assets of Borrowers and their Subsidiaries, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 15 days of such formation or acquisition or change in status (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. This Section 5.11 is subject in all respects to the provisions of the Intercreditor Agreement. (d) Section 5.12 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, within 10 days Business 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation, or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. For the avoidance of doubt, for all purposes under this Section 5.11, the formation and acquisition of a Person shall be deemed to include any formations and acquisitions by division; provided that compliance with the requirements of this Section 5.11 shall not cure any Default or Event of Default for the occurrence of such division.

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

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

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case other than any Immaterial Subsidiary, within 10 days any Subsidiary that does not own any Obligor Loan Receivables or any other Collateral, and any Subsidiary subject to prohibitions on becoming an obligor with respect to the Loan Document under Applicable Law or a material agreement not created in contemplation of such formation or acquisition acquisition), each Loan Party will, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a joinder Joinder to the Guaranty and Security this Agreement, or (ii) otherwise, to become a Guarantor by executing a Guaranty, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); , provided, that the joinder to the such Guaranty and Security Agreementsecurity agreements, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in an adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in an adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) 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 opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.11 shall constitute a Loan Document.

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

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, within 10 days Business 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent the Required Lenders in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders Lender Group of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent the Required Lenders in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders Lender Group of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation, or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Borrowers will, at the time that any Loan Party forms any direct or indirect Significant Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) US Borrower shall give Agent written notice of such formation or acquisition, (b) cause such new Significant Subsidiary to provide to Agent a joinder guaranty of the US Obligations and the European Obligations (if such Significant Subsidiary is to be a US Guarantor) and the Guaranty and Security AgreementEuropean Obligations (if such Significant Subsidiary is organized under laws of any jurisdiction of the United Kingdom, the Netherlands or Germany), together with such other security agreements documents (including mortgages including, unless otherwise waived by the Agent, Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Significant Subsidiary)) in order to secure such guaranty, in each case, in a manner reasonably consistent with the corresponding actions taken for the other Loan Parties in corresponding jurisdictions; provided, that the joinder to the Guaranty and Security Agreementsuch guaranty securing any US Obligation, and such other security agreements documents, shall not be required to be provided to Agent with respect to any Subsidiary of any US Borrower that is a CFC or Foreign Holding Company if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersUS Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (bc) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to equivalent security in the Guaranty and Security Agreementrelevant jurisdiction) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Significant Subsidiary in form and substance reasonably consistent with corresponding documentation delivered by other Loan Parties or otherwise reasonably satisfactory to Agent, to secure the US Obligations of such Loan Party (if such Loan Party is a US Loan Party) or the European Obligations of such Loan Party (if such Loan Party is a European Loan Party); provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a US Borrower that is a CFC or a Foreign Holding Company (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged with respect to the US Obligations if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersUS Borrower ) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (cd) provide to Agent all other documentation, including including, if requested by the Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, if available, 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 a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets Collateral of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of Parent or any Borrower that is a CFC CFC, if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Revolving Lenders of the security or guarantee afforded thereby, (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 other appropriate certificates and powers or financing statementsdocumentation, pledging (subject to Permitted Liens) all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Revolving Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above above; provided, however, that none of (including policies of title insurance or other documentation a) — (c) will apply with respect to all Real Property owned in fee and subject to a mortgage)any newly formed captive insurance companies. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. To the extent any item of property that is not (x) Collateral on the Closing Date, is subsequently included in the definition of Collateral, or (y) in the Borrowing Base on the Closing Date, is subsequently included in Borrowing Base, then, in each case, Agent and Lenders shall request and receive such documents, agreements and instruments as they reasonably request in order to include such items of property in Collateral and/or Borrowing Base.

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 DateDate (other than any such Subsidiary that is an Excluded Subsidiary), within 10 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 AgreementAgreement and an accession deed to the Australian Security Trust Deed (where applicable), together with such other security agreements (including mortgages with respect to any Real Property owned in fee of (to the extent such new Subsidiary with a fair market value greater than $1,000,000Real Property does not constitute Excluded Property) and any applicable U.S. Additional Documents (as defined below)), 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 or Australian Security Trustee (as the case may be) a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, Subsidiary (excluding any Excluded Property and provided further that the joinder to the Guaranty and Security Agreement, and such other security agreements no Subsidiary which is incorporated in Australia shall not be required to be provided to Agent with respect to grant any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences real property mortgage or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebymining mortgage)), (b) provide, or cause the applicable Loan Party to provide, to Agent or the Australian Security Trustee a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement or an Australian Security Document) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary to the extent not constituting Excluded Property in form and substance reasonably satisfactory to Agent; , provided, that only that, for the avoidance of doubt, not more than 65% of the total outstanding voting Equity Interests Interest of any first tier Subsidiary of a Borrower Loan Party that is a CFC or a FSHCO (and but none of the Equity Interests Interest of any Subsidiary of such CFCCFC or FSHCO) shall be required to be pledged pledged, (c) if pledging such new Subsidiary is to be a greater amount would result Borrower, cause such new Subsidiary to provide a joinder to this Agreement in adverse tax consequences or the costs form and substance reasonably satisfactory to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (cd) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinionPermitted Discretion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgageMortgage, but not, for the avoidance of doubt, policies of title insurance). 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 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 Australian Additional Documents or U.S. 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 forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, within 10 days Business 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, 32 and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent the Required Lenders in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders Lender Group of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent the Required Lenders in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders Lender Group of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation, or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. For the avoidance of doubt, for all purposes under this Section 5.11, the formation and acquisition of a Person shall be deemed to include any formations and acquisitions by division; provided that compliance with the requirements of this Section 5.11 shall not cure any Default or Event of Default for the occurrence of such division.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to guaranty of the Guaranty and Security AgreementObligations, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired SubsidiarySubsidiary to secure the guaranty of the Obligations); provided, provided that the joinder to the Guaranty and Security Agreementsuch guaranty, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences consequences, is illegal under applicable law or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within 30 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentAgent to secure the Obligations; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging hypothecating a greater amount would result in adverse tax consequences consequences, is illegal under applicable law or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. Notwithstanding anything to the contrary contained in the Loan Documents, in no event shall RealPage Payment Processing be required to become a Guarantor or to provide any security for the Obligations, nor shall Borrower be required to pledge any Stock of RealPage Payment Processing.

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

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, within 10 days Business 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,0002,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.and

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate or any Excluded Subsidiary becomes a non-Excluded Subsidiary, such Loan Party shall (a) within 10 15 days of such formation or acquisition or change in status (or or, in the case of a Subsidiary that ceases to be an Immaterial Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by Agent in its sole discretion) (a) ), cause such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)documents, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted LiensLiens and the Intercreditor Agreement) in and to the assets (other than Real Property) of such newly formed or acquired Subsidiary or such existing Subsidiary that becomes a non-Excluded Subsidiary); provided, provided that the (i) such joinder to the Guaranty and Guaranty, the Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Excluded Subsidiary, so long as such Subsidiary does not guaranty any of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs Term Loan Indebtedness and (ii) no Excluded Subsidiary shall be excluded from the foregoing requirements to the extent that such Subsidiary is, or is required to become, an obligor in respect of Term Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyIndebtedness, (b) providewithin 15 days of such formation or acquisition or change in status (or, or cause in the applicable Loan Party case of a Subsidiary that ceases to providebe an Immaterial Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by 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 in form and substance reasonably satisfactory to Agent; provided, provided that (i) only 65% of the total outstanding voting Equity Interests Stock of any first tier Foreign Subsidiary of a any Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, (1) if provided to the Term Loan Administrative Agent and/or the lenders under the Term Loan Credit Agreement or (2) if reasonably requested by AgentAgent with respect to a Foreign Subsidiary that generates annual revenue in excess of 5.0% of the consolidated annual revenue of Borrowers and their Subsidiaries or owns assets the book value of which exceeds 5.0% of the consolidated book value of the total assets of Borrowers and their Subsidiaries, shall be governed by the laws of the jurisdiction of such Foreign Subsidiary), and (ii) this clause (b) shall not apply to the Stock of any Excluded Subsidiary, other than to the extent contemplated by the immediately preceding clause (i), and (c) within 15 days of such formation or acquisition or change in status (or, in the case of a Subsidiary that ceases to be an Immaterial Subsidiary, by the date delivery of the Compliance Certificate relating to the period during which such change in status occurred or, in any case, such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including including, if requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document. This Section 5.11 is subject in all respects to the provisions of the Intercreditor Agreement.

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

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days of such formation or acquisition (or such later date as permitted by Agent Lender in its sole discretion) (a) cause any such new Subsidiary to provide to Agent Lender a joinder to the Guaranty and Security Agreementthis Agreement or a Guaranty, as Lender may reasonably determine, together with such other security agreements documents (including mortgages with respect to any Real Property with a fair market value in excess of $1,000,000 (or of any fair market value if a Default or Event of Default then exists) owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)Subsidiary, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the such Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing any security documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowersits Permitted Discretion) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby, (b) provide, within 10 days of such formation or cause the applicable Loan Party acquisition (or such later date as permitted by Lender in its sole discretion) 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 all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to AgentLender; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests Stock of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent Lender in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of Lender of the security or guarantee afforded thereby (which pledge, if reasonably requested by AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Lender in its sole discretion) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.(15) shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition or, if such Subsidiary has no assets other than its own books and records, within 10 days of such Subsidiary owning any assets in addition to its own books and records and contract rights under an acquisition agreement in connection with a Permitted Acquisition that has not yet closed, (or or, in each case, 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Parent that is a CFC unless the undistributed earnings of such CFC are already subject to United States income taxation or if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged unless the undistributed earnings of such CFC are already subject to United States income taxation or if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing DateDate (in each case other than any Immaterial Subsidiary, within 10 days any Subsidiary that does not own any Obligor Loan Receivables or any other Collateral, and any Subsidiary subject to prohibitions on becoming an obligor with respect to the Loan Document under applicable law or a material agreement not created in contemplation of such formation or acquisition acquisition), each Loan Party will, within 30 days of such event (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a joinder Joinder to the Guaranty and Security this Agreement, or (ii) otherwise, to become a Guarantor by executing a Guaranty, in each case, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); , provided, that the joinder to the such Guaranty and Security Agreementsecurity agreements, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in an adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in an adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with BorrowersBorrower) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) 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 opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage)above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Closing Date, or at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material Subsidiary, within 10 ten days of such formation or acquisition event (or such later date as permitted by Agent in its sole discretion) (a) unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with such other security agreements (including mortgages Mortgages with respect to any Material Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Asset), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings)statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the Joinder, the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC if providing such agreements would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) 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 in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) 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 opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent the Required Lenders in its their sole discretion) (a) cause such new Subsidiary to provide to the Agent and the Lenders a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages Mortgages with respect to any Real Property Estate owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent the Required Lenders (including being sufficient to grant the Agent a first priority Lien (subject only to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to the Agent with respect to any Subsidiary of any Holdings or the Borrower that is a CFC CFC, if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by the Agent in consultation with Borrowersthe Borrower) in relation to the benefits to the Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to the Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agentthe Required Lenders; provided, provided that only 65% of the total outstanding voting Equity Interests equity interests of any first tier Subsidiary of a the Borrower that is a CFC (and none of the Equity Interests equity interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by the Agent in consultation with Borrowersthe Borrower) in relation to the benefits to the Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by the Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Agent and the Lenders all other documentation, including one or more opinions of counsel reasonably satisfactory to Agentthe Lenders, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including surveys and policies of title insurance insurance, ASTM E-1527-13 Phase I environmental site assessments or other documentation with respect to all Real Property Estate owned in fee and subject to a mortgageMortgage); provided, however, that none of (a) — (c) will apply with respect to any newly formed captive insurance companies or Immaterial Subsidiaries. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at the At any time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Amendment No. 4 Effective Date, such Loan Party shall (a) within 10 thirty (30) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a Guaranty and a joinder to the Guaranty Security Agreement and Security Agreementany other applicable Loan Documents, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000), 200,000) 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 that, a Guaranty or a joinder to the Guaranty Security Agreement and Security Agreementother applicable Loan Documents, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty Guaranty, executing the Security Agreement and other Loan Documents or such perfecting the security agreements interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, within thirty (30) days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 AgreementAgreement or other applicable Loan Documents) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; the Agent provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) that, no other pledge shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such other pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to of Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary)thereby, and (c) within 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel documentation reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above requested by Agent (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage).” 16. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.5.12

Formation of Subsidiaries. Each Borrower willLoan Party shall, at the time that any such Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days ten (10) Business Days of such formation or acquisition (or such later date as is necessary to permit compliance with Section 5.13 or otherwise 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 (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000)agreements, as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of Collateral owned by such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Security Agreement, Agreement and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower Loan Party that is a CFC or a direct or indirect Subsidiary of a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in its Permitted Discretion in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) if such new Subsidiary is not a corporation, 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 in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower Loan Party that is a CFC or a CFC Holding Company (and none of the Equity Interests of any direct or indirect Subsidiary of such CFCCFC or CFC Holding Company) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage); it being understood that notwithstanding anything in the Loan Documents to the contrary, no Real Property other than the Mebane Premises shall be part of the Collateral unless such Real Property has a fair market value in excess of $5,000,000. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within 10 days 3 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreements documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than of at least $1,000,000250,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to Guaranty, the Guaranty and Security Agreement, and such other security agreements documents shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyCFC, (b) provide, within 10 days of such formation or cause the applicable Loan Party to provide, acquisition (or 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 hypothecating all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests total outstanding voting Stock of any other Subsidiary of such CFC) CFC shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute be a Loan Document.

Formation of Subsidiaries. Each Borrower will, at At the time that Borrower or any Loan Party Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Restatement Effective Date, within 10 days of such formation or acquisition (Borrower or such later date as permitted by Agent in its sole discretion) Guarantor shall (a) cause such new Subsidiary to provide to Agent Lender a joinder to the Guaranty and Guaranty, Guarantor Security Agreement, and Intercompany Subordination Agreement (or joinder thereto), together with such other security agreements documents (including mortgages Mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a mortgageMortgage, fixture filings), all in form and substance reasonably satisfactory to Agent Lender (including being sufficient to grant Agent Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, provided that the joinder to the Guaranty and Guaranty, Guarantor Security Agreement, and such other security agreements documents shall not be required to be provided to Agent Lender with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements documents would result in material adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded therebyconsequences, (b) provide, within 10 days of such formation or cause the applicable Loan Party acquisition) or such later date as permitted by Lender in its sole discretion) 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 Subsidiary, in form and substance reasonably satisfactory to AgentLender; provided, provided that only 65% of the total outstanding voting Equity Interests Stock of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by AgentLender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 days of such formation or acquisition (or such later date as permitted by Lender) provide to Agent Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to AgentLender, which, which in its opinion, opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and property subject to a mortgageMortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 6.15 shall constitute be a Loan Document.

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