Common use of Additional Foreign Subsidiaries Clause in Contracts

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and in any event within forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six percent (66%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Collateral Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Collateral Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Collateral Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six sixty‑five percent (6665%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Collateral Agent, (iii) such Person to deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as requested by the Administrative Collateral Agent with regard to such Person and (iv) such Person to deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, in no event shall any Credit Party or any Subsidiary thereof be required to deliver any documents governed by, or take any action with respect to any pledge of such new First Tier Foreign Subsidiary under, the laws of any non-U.S. jurisdiction.

Additional Foreign Subsidiaries. Notify the Administrative Collateral Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after such requestnotification, as such time period may be extended by the Administrative Collateral Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Collateral Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six five percent (6665%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Collateral Agent, (iii) such Person to deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as requested by the Administrative Collateral Agent with regard to such Person and (iv) such Person to deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, in no event shall any Credit Party or any Subsidiary thereof be required to deliver any documents governed by, or take any action with respect to any pledge of such new First Tier Foreign Subsidiary under, the laws of any non-U.S. jurisdiction.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a Material Foreign First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-five sixty (4560) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Agent Security Documents a Foreign Pledge Agreement pledging (A) as security for the US Secured Obligations, sixty-six percent (66%) 100% of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Ownership Interests of any such new Material Foreign First Tier Foreign Subsidiary and, in each case, and a consent thereto executed by such new Material Foreign First Tier Foreign Subsidiary (including, without limitation, including if applicable, original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Ownership Interests of such new Material Foreign First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all which documents shall be in form, content form and scope substance reasonably satisfactory acceptable to the Administrative Agent. Any document, agreement or instrument (other than legal opinions) executed or issued pursuant to this Section 5.12 shall be a “Loan Document” for purposes of this Agreement and, in the case of documents executed in connection with Section 5.12(a)(ii)(A)(1), (2) and (4), Section 5.12(a)(ii)(B) and Section 5.12(b)(i), each shall be a “Security Document” for purposes of this Agreement.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a First Tier first tier Material Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, of the Borrower or any First Tier Foreign Subsidiary that is a Canadian Material Domestic Subsidiary, and at the request of the Administrative Agentand, promptly thereafter (and in any event within forty-five (45) days after such request, request (or such later date as such time period may be extended approved by the Administrative Agent in its sole discretion)), cause (i) the Borrower or the applicable US Credit Party Material Domestic Subsidiary to deliver to the Administrative Agent Security Documents governed by the local laws of the jurisdiction of organization of such Material Foreign Subsidiary pledging (A) as security for the US Secured Obligations, sixty-six five percent (6665%) of the total outstanding voting Equity Interests (Capital Stock, and one hundred percent (100%) % of the total outstanding non-voting Equity Interests) Capital Stock, of any such new First Tier Material Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Material Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new First Tier Material Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 Sections 5.1 (a), (b), (e), and (f)(ii) as may be reasonably requested by the Administrative Agent (including, without limitation, charter documents and opinions of counsel with respect to local laws, each in form and substance acceptable to the Administrative Agent), (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard respect to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-forty- five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six five percent (6665%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and (B) as security for Subsidiary, which Security Documents shall be governed by the Canadian Secured Obligations, one hundred percent (100%) law of the Equity Interests jurisdiction of any organization of such new First Tier Foreign Subsidiary andSubsidiary, in each case, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 4.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of Applicable Laws.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and in any event within forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretionnotification), cause (i) the applicable US Credit Party to deliver to the Administrative Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six five percent (6665%) of the total outstanding voting Equity Interests Capital Stock (and one hundred percent (100%) of the non-voting Equity InterestsCapital Stock) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new First Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent and not more burdensome than the original closing documents required and (v) if requested by Administrative Agent, to deliver a pledge agreement for each First Tier Foreign Subsidiary (including any First Tier Foreign Subsidiary in existence as of the date of this Agreement) governed by local law of such home jurisdiction of the First Tier Foreign Subsidiary accompanied by undated stock powers executed in blank and other proper instruments of transfer, in each case if applicable under the laws of such jurisdiction, together with customary opinions with respect to such pledge agreements in form and substance satisfactory to Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and in any event within forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six five percent (6665%) of the total outstanding voting Equity Interests Capital Stock (and one hundred percent (100%) of the non-voting Equity InterestsCapital Stock) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests Capital Stock of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new First Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 7.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a First Tier first-tier Material Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiaryof the Borrower, and at the request of the Administrative Agent, promptly thereafter (and in any event within forty-five (45) days after such requestnotification), as such time period may be extended by at the request of the Administrative Agent in its sole discretion)Agent, cause (i) the Borrower or the applicable US Credit Party Subsidiary to deliver to the Administrative Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six five percent (6665%) of the total outstanding voting Equity Interests Capital Stock (and one hundred percent (100%) of the non-voting Equity InterestsCapital Stock) of any such new First Tier first tier Foreign Subsidiary and (Bor, solely in the case of a Foreign Subsidiary required to become a Subsidiary Guarantor pursuant to clause (ii) as security for the Canadian Secured Obligationsbelow, one hundred percent (100%) of the Equity Interests Capital Stock of any such new First Tier first tier Foreign Subsidiary and, in each case, Subsidiary) and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new First Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose (provided this clause (ii) shall not be applicable with respect to any Material Foreign Subsidiary for so long as such guaranty would have material adverse tax consequences for the Borrower or any other Credit Party or would result in a violation of Applicable Laws), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative AgentAgent (it being understood that no first-tier Material Foreign Subsidiary shall be required to execute the Collateral Agreement as a “Grantor” unless it is also required to become a Subsidiary Guarantor pursuant to the foregoing clause (ii) and, in any event, shall not be required to deliver foreign law security documentation except as requested by the Required Lenders), (iiiiv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (ivv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Solely for purposes of this Section 9.10(b) and the definition of “Subsidiary Guarantors”, (i) an Excluded Domestic Subsidiary which is a Material Domestic Subsidiary shall be deemed to be a first-tier Material Foreign Subsidiary and (ii) a Material Foreign Subsidiary the Capital Stock of which is owned by an Excluded Domestic Subsidiary shall not be deemed to be a first-tier Material Foreign Subsidiary. Notwithstanding the foregoing, with respect to the Parago Acquisition, the reference above to “within forty-five (45) days” shall be deemed to be a reference to “within ten (10) Business Days (or such greater number of days to which the Administrative Amount may agree)”. The documentation which such Person may be required to deliver pursuant to clause (iii) above (and which shall be an alternative to the documentation required to be delivered pursuant to clause (i) above) shall include, with respect to uncertificated Capital Stock of a Foreign Subsidiary, such executed foreign law pledge documentation as the Administrative Agent shall reasonably request (it being understood that, where customary under the applicable foreign law, such pledge documentation may incorporate the concept of “parallel debt” to facilitate the granting of a foreign law Lien upon such Capital Stock). Such pledge documentation and parallel debt shall be permitted hereby, and Xxxxx Fargo shall be authorized to enter into such documentation and to make customary parallel debt acknowledgments on behalf of the Lenders thereunder and, in doing so, shall be entitled to the protections and indemnification of the Administrative Agent hereunder.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after such request, as notification; provided that the Administrative Agent may extend such time period may be extended by the Administrative Agent (x) an additional fifteen (15) days in its sole discretiondiscretion and (y) an additional number of days thereafter as consented to by the Required Lenders), cause (i) the applicable US Credit Loan Party to deliver to the Administrative Agent Security Collateral Documents pledging (A) as security for the US Secured Obligations, sixty-six sixty‑five percent (6665%) of the total outstanding voting Equity Ownership Interests (and one hundred percent (100%) of the non-voting Equity non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary and (B) as security for Subsidiary, which Collateral Documents shall be governed by the Canadian Secured Obligations, one hundred percent (100%) law of the Equity Interests jurisdiction of any organization of such new First Tier Foreign Subsidiary andSubsidiary, in each case, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, deliver to Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Equity Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 3 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixty‑five percent (65%) of the voting Ownership Interests and one hundred percent (100%) of the non‑voting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of applicable Legal Requirements.

Additional Foreign Subsidiaries. Notify The Borrowers shall notify the Administrative Agent promptly after any Person becomes a First Tier direct Material Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is of a Canadian Subsidiary, and at the request of the Administrative AgentLoan Party, promptly thereafter (and and, in any event event, within forty-five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable US Credit Loan Party to deliver to the Administrative Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six sixty five percent (6665%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Material Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Material Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Material Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person applicable Loan Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 7.1 [Initial Loans and Letters of Credit] as may be reasonably requested by the Administrative Agent, (iii) such Person applicable Loan Party to deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with regard to such Person and (iv) such Person applicable Loan Party to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.; except to the extent, in each case of subparts (i) through (iv), the Administrative Agent and the Borrowers have reasonably determined that the cost (including adverse tax consequences), burden, difficulty or consequence of taking such actions outweighs the benefit of a perfected security interest to the relevant Secured Parties afforded thereby, which determination is evidenced in writing. 119

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after the Borrower or any Person becomes Guarantor creates or acquires a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Agent Security Documents pledging (A) as security for pledging, to the US Secured Obligationsextent that the following does not constitute Excluded Assets, sixty-six five percent (6665%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests, if any) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each caseif reasonably requested by the Administrative Agent, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests to be pledged of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person Person, (iv) deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and (ivv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For purposes of this Section 8.15, compliance with applicable foreign law with respect to the grant, creation and perfection of Liens on and security interests in the Collateral will not be required.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after such request, as notification; provided that the Administrative Agent may extend such time period may be extended by the Administrative Agent (x) an additional fifteen (15) days in its sole discretiondiscretion and (y) an additional number of days thereafter as consented to by the Required Lenders), cause (i) the applicable US Credit Loan Party to deliver to the Administrative Agent Security Collateral Documents pledging (A) as security for the US Secured Obligations, sixty-six sixty‑five percent (6665%) of the total outstanding voting Equity Ownership Interests (and one hundred percent (100%) of the non-voting Equity non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary and (B) as security for Subsidiary, which Collateral Documents shall be governed by the Canadian Secured Obligations, one hundred percent (100%) law of the Equity Interests jurisdiction of any organization of such new First Tier Foreign Subsidiary andSubsidiary, in each case, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, deliver to Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Equity Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 3 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixty‑five percent (65%) of the voting Ownership Interests and one hundred percent (100%) of the non‑voting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of applicable Legal Requirements. -69- (d)

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-five sixty (4560) days after such requestnotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Agent Security Documents pledging sixty‑five percent (A65%) (or such greater percentage as security would not result in adverse federal tax consequences for the US Secured Obligations, sixty-six percent (66%Borrower) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Collateral Agent promptly after any Person becomes a First Tier Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and and, in any event event, within forty-forty five (45) days after such requestnotification, as such time period may be extended by the Administrative Collateral Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to the Administrative Collateral Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-six five percent (6665%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Collateral Agent such opinions, documents and certificates referred to in Section 6.1 4.01 as may be reasonably requested by the Administrative Collateral Agent, (iii) such Person to deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as requested by the Administrative Collateral Agent with regard to such Person and (iv) such Person to deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, in no event shall any Credit Party or any Subsidiary thereof be required to deliver any documents governed by, or take any action with respect to any pledge of such new First Tier Foreign Subsidiary under, the laws of any non-U.S. jurisdiction.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after at the time that any Person becomes a First Tier first tier Material Foreign Subsidiary (other than an Immaterial Subsidiary), including, without limitation, of the Borrower or any First Tier Foreign Subsidiary that is a Canadian Material Domestic Subsidiary, and at the request of the Administrative Agentand, promptly thereafter (and in any event within forty-five forty‑five (45) days after such request, request (or such later date as such time period may be extended approved by the Administrative Agent in its sole discretion)), cause (i) the Borrower or the applicable US Credit Party Material Domestic Subsidiary to deliver to the Administrative Agent Security Documents governed by the local laws of the jurisdiction of organization of such Material Foreign Subsidiary pledging (A) as security for the US Secured Obligations, sixty-six sixty‑five percent (6665%) of the total outstanding voting Equity Interests (Capital Stock, and one hundred percent (100%) % of the non-voting Equity Interests) total outstanding nonvoting Capital Stock, of any such new First Tier Material Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Equity Interests of any such new First Tier Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Material Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests Capital Stock of such new First Tier Material Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 Sections 5.1 (a), (b), (e), and (f)(ii) as may be reasonably requested by the Administrative Agent (including, without limitation, charter documents and opinions of counsel with respect to local laws, each in form and substance acceptable to the Administrative Agent), (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard respect to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.