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 30 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) # cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements with respect to any assets or property of such new Subsidiary constituting Collateral, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral (as defined in the Guaranty and Security Agreement); 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, and # provide to Agent all other documentation, including one or more customary opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this [Section 5.11] shall constitute a Loan Document.

Formation of Subsidiaries. Each Borrower will, atAt 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 # within 30ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) # cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other security agreementsdocuments (including mortgages with respect to any assets or propertyReal Property owned in fee of such new Subsidiary constituting Collateral,with a fair market value of at least ​), as well as appropriate financing statements,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 constituting Collateral (as defined in the Guaranty and Security Agreement)Subsidiary); provided, that the joinder# with respect to the Guaranty andObligations of any Loan Party organized under the laws of the United States, the Guaranty, the Security AgreementAgreement, and such other security agreementsdocuments shall not be required to be provided to Agent with respect to any Foreign Subsidiary,Subsidiary of a Loan Party that is a controlled foreign corporation (or with respect to any new domestic Subsidiary that does not have assets with a value in excess of ​ or operations other than the Stock of a controlled foreign corporation) if providing such documents would result in material adverse tax consequences, # within ten (10) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion), provide to Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, only sixty-five percent (65%) of the total outstanding voting Stock of any Subsidiary of any Borrower that is a controlled foreign corporation (and none of the Stock of any Subsidiary of such controlled foreign corporation) shall be required to be pledged to secure the Obligations of any Loan Party organized under the laws of the United States 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 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 # 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 customary opinions of counsel reasonably satisfactory to Agent, which,which in its reasonable opinion,opinion is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above.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 constitutebe a Loan Document.

Formation of Subsidiaries. Each BorrowerLoan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary orSubsidiary, acquires any direct or indirect Subsidiary after the ClosingSixth Restatement Effective Date, at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within 30thirty days of such formation or acquisitionevent (or such later date as permitted by Agent in its sole discretion) # unless such Subsidiary is an Excluded Subsidiary, cause such new Subsidiary # 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 # to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other security agreements with respect to any assets or property of such new Subsidiary constituting Collateral, as well as appropriate financing statements, allSecurity Documents reasonably requested by the Agent, 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 constituting Collateral (as definedSubsidiary); # except to the extent exempted or excluded under and in accordance with the terms of the Guaranty and Security Agreement); provided, thatAgreement, provide, or cause the joinderapplicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security AgreementAgreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such other security agreementsnew 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 Loan Party that is a CFC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFC or Disregarded Domestic Person) shall not be required to be providedpledged 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 with respect to any Foreign Subsidiary,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 # provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more customary opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuantAgent shall not accept delivery of any joinder to this [Section 5.11] shall constituteany Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Document.Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent and each Lender, respectively.

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 Date,Date (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 daysdays) 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) # cause such new Subsidiary to provide to Agent a joinder toguaranty of the Guaranty and Security Agreement,Obligations, together with such other security agreementsdocuments (including Mortgages with respect to any assets or propertyReal Property owned in fee of such new Subsidiary constituting Collateral,with a fair market value greater than ​), as well as appropriate financing statements,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 constituting Collateral (as defined into secure its guaranty of the Guaranty and Security Agreement)Obligations); provided, that the joinder to the Guaranty and Security Agreementsuch guaranty and such other security agreementsdocuments shall not be required to be provided to Agent with respect to any Foreign Subsidiary,Subsidiary of Parent that is a CFC if providing such agreements # would result in adverse tax consequences, # would be prohibited under applicable law or # the costs to the Loan Parties of providing such guaranty or security agreements are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, # provide, or cause the applicable Loan Party or Parent to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement 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 Agent in order to secure the Obligations; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of 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 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 # provide to Agent all other documentation, including one or more customary opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above.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. 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 ​ Germany and ​ 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 # the revenue of ​ Germany or ​ Europe for the most recently ended twelve month period is more than ​ or # the revenue of ​ Germany and ​ 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 ​ Germany and ​ Europe as set forth in this [Section 5.11].

#Subject to any applicable limitations set forth in the time that any Loan Party forms anySecurity Documents, cause each direct or indirect Subsidiary (other than any Excluded Subsidiary) formed or acquires any directotherwise purchased or indirect Subsidiaryacquired after the Closing Date,Date (including pursuant to a Permitted Acquisition), and each other Subsidiary that ceases to constitute an Excluded Subsidiary, within 3060 days from the date of such formationformation, acquisition or acquisitioncessation, as applicable (or such later datelonger period as permitted bythe Administrative Agent may agree in its solereasonable discretion) #, and the Borrower may at its option cause such new Subsidiaryany other Subsidiary, to provide to Agentexecute a joindersupplement to the GuarantyGuarantee and Collateral Agreement and any other applicable Security Agreement, together withDocument, as applicable, in order to become a Guarantor under the Guarantee and Collateral Agreement and a grantor under such Security Documents and take all other action reasonably requested by the Administrative Agent to grant a perfected security agreements with respectinterest in its assets to any assets or propertysubstantially the same extent as created and perfected by the Loan Parties on the Closing Date and pursuant to [Section 6.10(a)] in the case of such newLoan Parties. Neither the Borrower nor any Restricted Subsidiary constituting Collateral, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral (as defined in the Guaranty and Security Agreement); provided, that the joinder to the Guaranty and Security Agreement and such other security agreements shall not be required to be providedtake any action outside the United States to Agent with respect toperfect any Foreign Subsidiary, and # provide to Agent all other documentation, including one or more customary opinions of counsel reasonably satisfactory to Agent, which,security interest in its reasonable opinion, is customary and appropriate with respect tothe Collateral (including the execution and delivery of any agreement, document or other instrument governed by the applicable documentation referred to above. Any document, agreement,law of any jurisdiction other than the United States or instrument executedany state or issued pursuant to this [Section 5.11] shall constitute a Loan Document.political subdivision thereof or the District of Columbia).

Formation of Subsidiaries. Each Borrower will, atAt the time that any Loan PartyBorrower or Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date,Effective Date (other than Fresh City Market, LLC, unless any Borrower or Guarantor, directly or indirectly, owns sixty-six (66%) percent or more of its Capital Stock), Lead Borrower shall # within 30fifteen (15) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) # cause any such new Subsidiary to provide to Administrative Agent a Joinder Agreement, together with a joinder to the Guaranty and Security Agreement, together with suchGuarantee or any other security agreementsdocument (including mortgages with respect to any assets or propertyReal Property owned in fee of such new Subsidiary constituting Collateral,with a fair market value of at least ​), as well as appropriate financing statements,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 constituting Collateral (as defined in the Guaranty and Security Agreement); 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, and # provide to Agent all other documentation, including one or more customary opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this [Section 5.11] shall constitute a Loan Document.

In the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary afterevent that, subsequent to the Closing Date, any Person becomes a Subsidiary (other than an Excluded Subsidiary), whether pursuant to formation, Acquisition or otherwise, # the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and # within 30 days after such Person becomes a Subsidiary, the Borrower shall cause such Subsidiary # to become a new Guarantor and to grant Liens in favor of such formation or acquisition (or such later date as permitted bythe Administrative Agent in all of its sole discretion) # cause such new Subsidiarypersonal property by executing and delivering to provide tothe Administrative Agent a joindersupplement to the Guaranty and Security Agreement, together with such other security agreements with respect to any assets or property of such new Subsidiary constituting Collateral, as well as appropriate financing statements, allAgreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent (including being sufficientto perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, # to grant Liens in favor of the Administrative Agent in all fee ownership interests in all Real Estate with a first priority Lien (subjectfair market value in excess of ​ by executing and delivering to Permitted Liens) inthe Administrative Agent such Real Estate Documents as the Administrative Agent shall require, and # to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to [Section 3.1] if such Subsidiary had been a Loan Party on the assetsClosing Date or that such Subsidiary would be required to deliver pursuant to [Section 5.13] with respect to any Real Estate. In addition, within 45 days after the date any Person becomes a Subsidiary, the Borrower shall, or shall cause the applicable Loan Party to # pledge all of the Capital Stock of such newly formed or acquired Subsidiary constituting Collateral (as defined into the GuarantyAdministrative Agent as security for the Obligations by executing and Security Agreement); provided, that the joinderdelivering a supplement to the Guaranty and Security Agreement in form and such other security agreements shall not be requiredsubstance satisfactory to be provided to Agent with respect to any Foreign Subsidiary,the Administrative Agent, and # provide to Agent all other documentation, including one or more customary opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respectdeliver the original certificates evidencing such pledged Capital Stock to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrumentAdministrative Agent, together with appropriate powers executed or issued pursuant to this [Section 5.11] shall constitute a Loan Document.in blank.

The Loan Parties will cause each of Subsidiaries. Each Borrower will, at the time thattheir Material Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any Loan Party forms any directevent within thirty (30) days after such Subsidiary is formed or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 30 days of such formation or acquisitionacquired (or such later datelonger period of time as permittedagreed to by Agentthe ​ in its solereasonable discretion) # cause such new) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to provide to Agentbecome a joinderGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the ​. In connection therewith, the Loan Parties shall give notice to the ​ not less than ten (10) days prior to creating a Material Subsidiary (or such shorter period of time as agreed to by the ​ in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, and Security Agreement, together with such other security agreementswithin the period of time provided in the first sentence of this [Section 6.13], the Loan Parties shall deliver to the ​, with respect to any assets or property of sucheach new Subsidiary constituting Collateral, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in andGuarantor to the assets of such newly formed or acquired Subsidiary constituting Collateral (as defined inextent applicable, substantially the Guarantysame documentation required pursuant to [[Sections 4.01(b) and Security Agreement); provided, that the joinder to the Guaranty(i) and Security Agreement6.14]4]4]]4]4] and such other securitydocuments or agreements shall not be required to be provided to Agent with respect to any Foreign Subsidiary, and # provide to Agent all other documentation, including one or more customary opinions of counselas the ​ may reasonably satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this [Section 5.11] shall constitute a Loan Document.request.

In the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary afterevent that, subsequent to the Closing Date, any Person becomes a Subsidiary of the Borrower (other than Foreign Subsidiaries, Immaterial Subsidiaries and Special Subsidiaries), whether pursuant to formation, acquisition or otherwise, # the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and # within 3060 days after such Person becomes a Subsidiary of such formation or acquisition (or such later date as permitted bythe Borrower (other than Foreign Subsidiaries, CFC Holdcos, Immaterial Subsidiaries and Special Subsidiaries) or, if the Administrative Agent determines in its sole discretion) #discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit, the Borrower will take such action, and will cause each such Subsidiary to take such action, from time to time as shall be necessary to cause such new Subsidiary # to providebecome a “Subsidiary Guarantor” hereunder pursuant to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements with respect to any assets or property of such new Subsidiary constituting Collateral, as well as appropriate financing statements, allwritten instrument in form and substance reasonably satisfactory to Agent (including being sufficientthe Administrative Agent, # to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a first priority Lien (subject to Permitted Liens) in andsupplement to the assets of such newly formed or acquired Subsidiary constituting Collateral (as definedSecurity Agreement in the Guarantyform and Security Agreement); provided, that the joindersubstance reasonably satisfactory to the GuarantyAdministrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, # to cause the applicable Credit Party to pledge all of the Equity Interests of such Subsidiary to the Administrative Agent as security for the Obligations by executing and delivering a supplement to the Security Agreement in form and substance satisfactory to the Administrative Agent, and deliver the original certificates evidencing such pledged Equity Interests to the Administrative Agent, together with appropriate powers executed in blank, # to deliver all such other security agreements shall notdocumentation (including, without limitation, certified organizational documents, resolutions, lien searches, title insurance policies, surveys, environmental reports and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to [Section 4.01] if such Subsidiary had been a Credit Party on the Closing Date or that such Subsidiary would be required to be provideddeliver pursuant to Agent[Section 6.08(d)] with respect to any Foreign Subsidiary, andReal Property, # provide to Agent all other documentation, including one or more customarydeliver such proof of corporate action, incumbency of officers, opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion,and other documents as is customary and appropriateconsistent with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issuedthose delivered by each Subsidiary Guarantor pursuant to this [Section 5.11] shall constitute a Loan Document.4.01] on the Closing Date or as the Administrative Agent

within 60 days after the Closing Date, within 30 days of such formation or acquisition (or such later datelonger period as permittedmay be agreed to by the Administrative Agent in its sole discretion), cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent # causea Subsidiary Joinder Agreement or such new Subsidiaryother joinder agreement, in each case, in form and substance satisfactory to provide to Agentthe Administrative Agent, guaranteeing the Borrowers’ obligations under the Loan Documents, # a joinder to the GuarantyPledge and Security Agreement, together with such other security agreements with respect to any assets or property of such new Subsidiary constituting Collateral, as well as appropriate financing statements, allAgreement in form and substance reasonably satisfactory to Agent (including being sufficientthe Administrative Agent, # Uniform Commercial Code financing statements in the state of incorporation or formation of each such Subsidiary in order to, with respect to grant Agent asuch Subsidiary, perfect and protect the first priority liens and security interests created under the Pledge and Security Agreement, certificates, if any, representing the Pledged Collateral referred to in the Pledge and Security Agreement accompanied by undated stock powers, endorsements and/or transfer powers, as applicable, executed in blank and evidence that all other actions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the liens and security interests created under the Pledge and Security Agreement and the Intellectual Property Security Agreements have been taken, subject to the terms thereof, # the results of a recent Lien (subjectand judgment search in each relevant jurisdiction with respect to Permitted Liens) in and tosuch Subsidiary, which such search shall reveal no Liens on any of the assets of such newly formedSubsidiary except for Liens expressly permitted by [Section 8.01] or acquired Subsidiary constituting Collateral (as defined in the Guaranty and Security Agreement); provided, that the joinderother Liens reasonably acceptable to the GuarantyCollateral Agent and Securityexcept for Liens to be discharged on or prior to such Subsidiary’s execution of the documents referred to in this [clause (i)], pursuant to documentation reasonably satisfactory to the Collateral Agent, # such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Subsidiary is a party or is to be a party and # such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed, and that such Subsidiary is validly existing and in good standing in its state of incorporation or formation (or such other security agreements shall not be required to be provided to Agent with respect to any Foreign Subsidiary,documents in form and # provide to Agent all other documentation, including one or more customary opinions of counsel reasonablysubstance satisfactory to Agent, which, in its reasonable opinion, is customary and appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this [Section 5.11] shall constitute a Loan Document.Administrative Agent);