Common use of Additional Foreign Subsidiaries Clause in Contracts

Additional Foreign Subsidiaries. Within thirty (30) days after the acquisition or creation of any first tier Foreign Subsidiary of the Borrower, cause to be executed and delivered to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge sixty-five (65%) of the total outstanding capital stock of such Foreign Subsidiary, (ii) upon request of the Administrative Agent, favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other documents and closing certificates as may be reasonably requested by the Administrative Agent which provide that such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the applicable Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document and (C) deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in the immediately preceding proviso to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Code.

Additional Foreign Subsidiaries. Within thirty Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (30and, in any event, within forty- five (45) days after such notification; provided that the acquisition or creation Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of any first tier Foreign Subsidiary days thereafter with the consent of the BorrowerRequired Lenders), cause (i) the applicable NATC Party to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge Security Documents pledging sixty-five percent (65%) of the total outstanding capital stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary, which Security Documents shall be governed by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, if applicable, delivering to the Administrative Agent (or its bailee or agent pursuant to the Second Lien Intercreditor agreement) original 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) upon request of the Administrative Agent, favorable legal opinions addressed such Person to deliver to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other opinions, documents and closing certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent which provide that Agent, (iii) such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary Person to (A) become a Guarantor by delivering deliver to the Administrative Agent a duly executed supplement such updated Schedules to the applicable Guaranty Agreement or such other document Loan Documents as requested by the Administrative Agent shall reasonably deem appropriate for with regard to such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document Person and (Civ) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in For the immediately preceding proviso 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 contrary, voting Equity Interests and one hundred percent (100%) of the requirements non-voting Equity Interests of such proviso shall not apply to a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent that such requirements guaranty or pledge would (a) be prohibited by applicable law or (b) cause materially have a material adverse tax implications consequence for any the Borrower or any Domestic Subsidiary under Section 956 result in a violation of the CodeApplicable Laws.

Additional Foreign Subsidiaries. Within thirty Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (30and, in any event, within forty‑five (45) days after such notification; provided that the acquisition or creation Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of any first tier Foreign Subsidiary days thereafter with the consent of the BorrowerRequired Lenders), cause (i) the applicable Loan Party to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge sixty-five Collateral Documents pledging sixty‑five percent (65%) of the total outstanding capital stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, if applicable, deliver to Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) original certificated Ownership Interests (or the equivalent thereof pursuant to the applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the 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) upon request of the Administrative Agent, favorable legal opinions addressed such Person to deliver to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other opinions, documents and closing certificates referred to in Section 3 as may be reasonably requested by the Administrative Agent which provide that Agent, (iii) such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary Person to (A) become a Guarantor by delivering deliver to the Administrative Agent a duly executed supplement such updated Schedules to the applicable Guaranty Agreement or such other document Loan Documents as requested by the Administrative Agent shall reasonably deem appropriate for with regard to such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document Person and (Civ) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in For the immediately preceding proviso 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 contrary, voting Ownership Interests and one hundred percent (100%) of the requirements non‑voting Ownership Interests of such proviso shall not apply to a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent that such requirements guaranty or pledge would (a) be prohibited by applicable law or (b) cause materially have a material adverse tax implications consequence for any either Borrower or any Domestic Subsidiary under Section 956 result in a violation of the Codeapplicable Legal Requirements.

Additional Foreign Subsidiaries. Within thirty Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (30and, in any event, within forty‑five (45) days after such notification; provided that the acquisition or creation Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of any first tier Foreign Subsidiary days thereafter with the consent of the BorrowerRequired Lenders), cause (i) the applicable Loan Party to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge sixty-five Collateral Documents pledging sixty‑five percent (65%) of the total outstanding capital stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, if applicable, original certificated Ownership Interests (or the equivalent thereof pursuant to the applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the 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) upon request of the Administrative Agent, favorable legal opinions addressed such Person to deliver to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other opinions, documents and closing certificates referred to in Section 3.2 as may be reasonably requested by the Administrative Agent which provide that Agent, (iii) such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary Person to (A) become a Guarantor by delivering deliver to the Administrative Agent a duly executed supplement such updated Schedules to the applicable Guaranty Agreement or such other document Loan Documents as requested by the Administrative Agent shall reasonably deem appropriate for with regard to such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document Person and (Civ) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in For the immediately preceding proviso 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 contrary, voting Ownership Interests and one hundred percent (100%) of the requirements non‑voting Ownership Interests of such proviso shall not apply to a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent that such requirements guaranty or pledge would (a) be prohibited by applicable law or (b) cause materially have a material adverse tax implications consequence for any either Borrower or any Domestic Subsidiary under Section 956 result in a violation of the Codeapplicable Legal Requirements.

Additional Foreign Subsidiaries. Within thirty (30) days after Notify the acquisition or creation of Administrative Agent at the time that any first Person becomes a first-tier Material Foreign Subsidiary of the Borrower, and promptly thereafter (and in any event within forty-five (45) days after notification), at the request of the Administrative Agent, cause (i) the Borrower or the applicable Subsidiary to be executed and delivered deliver to the Administrative Agent (iSecurity Documents, in form and substance reasonably satisfactory to the Administrative Agent and including, if requested, foreign law security documentation) a duly executed Joinder Agreement, whereby the Borrower shall pledge pledging sixty-five percent (65%) of the total outstanding capital voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new first tier Foreign Subsidiary (or, solely in the case of a Foreign Subsidiary required to become a Subsidiary Guarantor pursuant to clause (ii) below, one hundred percent (100%) of the Capital Stock of any such new first tier Foreign Subsidiary) and a consent thereto executed by such new Foreign Subsidiary (including, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) upon request of the Administrative Agent, favorable legal opinions addressed such Person to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other documents and closing certificates as may be reasonably requested by the Administrative Agent which provide that such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the applicable Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably 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 documents and comply certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent (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), (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with the terms of each Security Document regard to such Person and (Cv) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in Solely for purposes of this Section 9.10(b) and the immediately preceding proviso 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. The documentation which such Person may be required to deliver pursuant to clause (iii) above (and which shall be an alternative to the contrarydocumentation 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 requirements 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 proviso Capital Stock). Such pledge documentation and parallel debt shall not apply be permitted hereby, and Xxxxx Fargo shall be authorized to any Foreign Subsidiary 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 extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 protections and indemnification of the CodeAdministrative Agent hereunder.

Additional Foreign Subsidiaries. Within thirty (30) days after the acquisition or creation of any direct or indirect first tier Foreign Subsidiary of the Borrower, cause to be executed and delivered to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge sixty-five (65%) of the total outstanding capital stock of such Foreign Subsidiary, (ii) upon request of the Administrative Agent, favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other documents and closing certificates as may be reasonably requested by the Administrative Agent which provide that such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the applicable Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document and (C) deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in the immediately preceding proviso to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law Applicable Law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Code.

Additional Foreign Subsidiaries. Within thirty (30) days after Notify the acquisition or creation of Administrative Agent at the time that any first tier Person becomes a Foreign Subsidiary of the Borrower, and promptly thereafter (and in any 75 event within 30 days), cause (i) the applicable Loan Party to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby supplement to the Borrower shall pledge Security Documents pledging sixty-five percent (65%) of the total outstanding ownership interest or capital stock of such new Foreign Subsidiary and a consent thereto executed by such new 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 capital stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) upon request of the Administrative Agent, favorable legal opinions addressed such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and Lenders in form (iv) of SECTION 5.01(a) and substance satisfactory thereto with respect favorable opinions of counsel to such Joinder Agreement Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (ii)), and (iii) such Person to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent which provide that such Foreign Subsidiary shall be bound by Agent, all of in form, content and scope reasonably satisfactory to the terms, covenants and agreements contained in the Loan Documents, provided Administrative Agent; PROVIDED that if any Foreign Subsidiary guarantees Guarantees any Debt Indebtedness of the Borrower Holdings or any of its SubsidiariesDomestic Subsidiary thereof (including, without limitation, the Borrower Indebtedness evidenced by the Senior Unsecured Notes), Holdings and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a duly executed supplement to counterpart of the applicable Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering deliver to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose Joinder Agreement and comply with the terms of each Security Document and (C) deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in the immediately preceding proviso to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Code.

Additional Foreign Subsidiaries. Within thirty (30) days after Notify the acquisition or creation of Administrative Agent at the time that any first Person becomes a first-tier Material Foreign Subsidiary of the Borrower, and promptly thereafter (and in any event within forty-five (45) days after notification), at the request of the Administrative Agent, cause (i) the Borrower or the applicable Subsidiary to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge Security Documents pledging sixty-five percent (65%) of the total outstanding capital voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new first tier Foreign Subsidiary (or, solely in the case of a Foreign Subsidiary required to become a Subsidiary Guarantor pursuant to clause (ii) below, one hundred percent (100%) of the Capital Stock of any such new first tier Foreign 66 Subsidiary) and a consent thereto executed by such new 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 Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) upon request of the Administrative Agent, favorable legal opinions addressed such Person to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other documents and closing certificates as may be reasonably requested by the Administrative Agent which provide that such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the applicable Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably 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 documents and comply certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent (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), (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with the terms of each Security Document regard to such Person and (Cv) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise 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 anything in the immediately preceding proviso foregoing, with respect to the contraryParago Acquisition, the requirements 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 proviso Person may be required to deliver pursuant to clause (iii) above (and which shall not apply to any Foreign Subsidiary be an alternative to the extent that documentation required to be delivered pursuant to clause (i) above) shall include, with respect to uncertificated Capital Stock of a Foreign Subsidiary, such requirements would executed foreign law pledge documentation as the Administrative Agent shall reasonably request (a) 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 prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 permitted hereby, and Xxxxx Fargo shall be authorized to enter into such documentation and to make customary parallel debt acknowledgments on behalf of the CodeLenders thereunder and, in doing so, shall be entitled to the protections and indemnification of the Administrative Agent hereunder.

Additional Foreign Subsidiaries. Within thirty (30) days after Notify the acquisition or creation of Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the BorrowerBorrower or any Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after creation of such Foreign Subsidiary), cause (i) the Borrower or the applicable Subsidiary to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder AgreementAgent, whereby the Borrower shall pledge Security Documents pledging sixty-five six percent (6566%) of the total outstanding capital stock Capital Stock of such new Foreign Subsidiary and a consent thereto executed by such new 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 Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) upon request of such Person to guarantee the Administrative Agent, favorable legal opinions addressed Obligations by delivering to the Administrative Agent an executed assumption and Lenders supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in form and substance satisfactory thereto with respect to the good faith judgment of the Borrower or such Joinder Agreement and Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such other Person to deliver to the Administrative Agent such documents and closing certificates referred to in Section 6.2 as may be reasonably requested by the Administrative Agent which provide that Agent, (iv) such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary Person to (A) become a Guarantor by delivering deliver to the Administrative Agent a duly executed supplement such updated Schedules to the applicable Guaranty Agreement or such other document Loan Documents as requested by the Administrative Agent shall reasonably deem appropriate for with regard to such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document Person and (Cv) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in the immediately preceding proviso to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Code.SECTION 9.12

Additional Foreign Subsidiaries. Within thirty The Company will, and will cause each of its Subsidiaries to, notify the Collateral Agent and each holder of Notes promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (30) and, in any event, within 45 days after such notification, as such time period may be extended by the acquisition or creation of any first tier Foreign Subsidiary of the BorrowerCollateral Agent in its sole discretion), cause to be executed and delivered to the Administrative Agent (i) the applicable Transaction Party to deliver to the Collateral Agent (with a duly executed Joinder Agreement, whereby the Borrower shall pledge sixty-five (copy to each holder of Notes) Security Documents pledging 65%) % of the total outstanding capital stock voting Equity Interests (and 100% of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original 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) upon request of the Administrative Agent, favorable legal opinions addressed such Person to deliver to the Administrative Collateral Agent and Lenders in form and substance satisfactory thereto (with respect a copy to such Joinder Agreement and (iiieach holder of Notes) such other opinions, documents and closing certificates as may be reasonably requested by the Administrative Collateral Agent which provide that such Foreign Subsidiary shall be bound by all of or the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the applicable Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purposeRequired Holders, (Biii) such Person to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document and (C) deliver to the Administrative Collateral Agent and the holders of Notes such updated Schedules to the Transaction Documents as requested by the Collateral Agent or the Required Holders with respect to such Person and (iv) such Person to deliver to the Collateral Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Holders, all in form, content and scope reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Holders. Notwithstanding anything the foregoing, in the immediately preceding proviso no event shall any Transaction Party or any Subsidiary thereof be required to the contrarydeliver any documents governed by, or take any action with respect to any pledge of such new First Tier Foreign Subsidiary under, the requirements laws of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Codenon-U.S. jurisdiction.

Additional Foreign Subsidiaries. Within thirty Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (30and, in any event, within forty‑five (45) days after such notification; provided that the acquisition or creation Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an additional number of any first tier Foreign Subsidiary of days thereafter as consented to by the BorrowerRequired Lenders), cause (i) the applicable Loan Party to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge sixty-five Collateral Documents pledging sixty‑five percent (65%) of the total outstanding capital stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, if applicable, original certificated Ownership Interests (or the equivalent thereof pursuant to the applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the 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) upon request of the Administrative Agent, favorable legal opinions addressed such Person to deliver to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other opinions, documents and closing certificates referred to in Section 3.2 as may be reasonably requested by the Administrative Agent which provide that Agent, (iii) such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary Person to (A) become a Guarantor by delivering deliver to the Administrative Agent a duly executed supplement such updated Schedules to the applicable Guaranty Agreement or such other document Loan Documents as requested by the Administrative Agent shall reasonably deem appropriate for with regard to such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document Person and (Civ) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in For the immediately preceding proviso 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 contrary, voting Ownership Interests and one hundred percent (100%) of the requirements non‑voting Ownership Interests of such proviso shall not apply to a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent that such requirements guaranty or pledge would (a) be prohibited by applicable law or (b) cause materially have a material adverse tax implications consequence for any the Borrower or any Domestic Subsidiary under Section 956 result in a violation of the Codeapplicable Legal Requirements.

Additional Foreign Subsidiaries. Within thirty (30As of the date any Compliance Certificate referred to in Section 7.13(a) days after is required to be delivered, notify the acquisition or creation Administrative Agent of any first tier Person that became a direct Foreign Subsidiary of the BorrowerBorrower or a Loan Party (a “First Tier Foreign Subsidiary”) during the period covered by the Compliance Certificate, and at the reasonable request of the Administrative Agent, promptly thereafter (and, in any event, within forty-five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), and cause (i) the applicable Loan Party to be executed and delivered deliver to the Administrative Agent (i) Security Documents pledging the Equity Interests of such First Tier Foreign Subsidiary, in the case of any First Tier Foreign Subsidiary that is a duly executed Joinder AgreementCFC, whereby the Borrower shall pledge sixty-limited to sixty five percent (65%) of the total outstanding capital stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary; provided that the foregoing limitation to 65% of such Foreign Subsidiary, (ii) upon request voting Equity Interests shall not apply in the case of any Equity Interests held by a Loan Party in any Australian Subsidiary so long as the Administrative Agent, favorable legal opinions addressed pledge thereof would not result in adverse tax consequences to any Loan Party as reasonably determined by the Administrative Agent Borrower and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other documents and closing certificates as may be reasonably requested confirmed by the Administrative Agent which provide that in writing, and a consent thereto executed by such Foreign new Australian Subsidiary shall be bound by all of (a “First Tier Australian Subsidiary”), if applicable, original certificated Equity Interests (or the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Guarantor by delivering to the Administrative Agent a duly executed supplement equivalent thereof pursuant to the applicable Guaranty Agreement 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 such other document as the Administrative Agent shall reasonably deem appropriate transfer power for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a each certificate duly executed supplement to each Security Document or such other document as in blank by the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document registered owner thereof and (Cii) solely with respect to a First Tier Australian Subsidiary, such applicable Loan Party to deliver to the Administrative Agent such other opinions, documents and closing certificates consistent with subsection (a) above or otherwise of the type referred to in Section 6.1 [Initial Loans and Letters of Credit] as may be reasonably requested by the Administrative Agent. Notify the Administrative Agent promptly upon the formation of a Special Purpose Receivables Subsidiary, all and at the reasonable request of the Administrative Agent, promptly thereafter (and in form, content and scope any event within forty-five (45) days of such formation or such longer period as is reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding anything ), and cause the Borrower (or such other Subsidiary that owns the Equity Interests issued by such Special Purpose Receivables Subsidiary) to xxxxx x Xxxx on the Equity Interests of such Special Purpose Receivables Subsidiary that will be subject to an intercreditor agreement or arrangement in the immediately preceding proviso a form substantially similar to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the CodePLRC Intercreditor Agreement.

Additional Foreign Subsidiaries. Within thirty (30) days after Notify the acquisition or creation of Administrative Agent at the time that any first Person becomes a first-tier Material Foreign Subsidiary of the Borrower, and promptly thereafter (and in any event within forty-five (45) days after notification), at the request of the Administrative Agent, cause (i) the Borrower or the applicable Subsidiary to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge Security Documents pledging sixty-five percent (65%) of the total outstanding capital voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new first tier Foreign Subsidiary and a consent thereto executed by such new 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 Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) upon request of the Administrative Agent, favorable legal opinions addressed such Person to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other documents and closing certificates as may be reasonably requested by the Administrative Agent which provide that such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the applicable Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably 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 documents and comply certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent (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)), (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with the terms of each Security Document regard to such Person and (Cv) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in Solely for purposes of this Section 9.10(b) and the immediately preceding proviso 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 contrary, the requirements Capital Stock of such proviso which is owned by an Excluded Domestic Subsidiary shall not apply be deemed to any be a first-tier Material Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the CodeSubsidiary.

Additional Foreign Subsidiaries. Within thirty Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (30and, in any event, within forty-five (45) days after such notification; provided that the acquisition or creation Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of any first tier Foreign Subsidiary days thereafter with the consent of the BorrowerRequired Lenders), cause (i) the applicable NATC Party to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower shall pledge Security Documents pledging sixty-five percent (65%) of the total outstanding capital stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary, which Security Documents shall be governed by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, if applicable, original 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) upon request of the Administrative Agent, favorable legal opinions addressed such Person to deliver to the Administrative Agent and Lenders in form and substance satisfactory thereto with respect to such Joinder Agreement and (iii) such other opinions, documents and closing certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent which provide that Agent, (iii) such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary Person to (A) become a Guarantor by delivering deliver to the Administrative Agent a duly executed supplement such updated Schedules to the applicable Guaranty Agreement or such other document Loan Documents as requested by the Administrative Agent shall reasonably deem appropriate for with regard to such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document Person and (Civ) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in For the immediately preceding proviso 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 contrary, voting Equity Interests and one hundred percent (100%) of the requirements non-voting Equity Interests of such proviso shall not apply to a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent that such requirements guaranty or pledge would (a) be prohibited by applicable law or (b) cause materially have a material adverse tax implications consequence for any the Borrower or any Domestic Subsidiary under Section 956 result in a violation of the CodeApplicable Laws.

Additional Foreign Subsidiaries. Within thirty (30) days after Notify the acquisition or creation of Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the BorrowerBorrower or any Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after creation of such Foreign Subsidiary), cause (i) the Borrower or the applicable Subsidiary to be executed and delivered deliver to the Administrative Agent (i) a duly executed Joinder AgreementAgent, whereby the Borrower shall pledge Security Documents pledging sixty-five six percent (6566%) of the total outstanding capital stock Capital Stock of such new Foreign Subsidiary and a consent thereto executed by such new 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 Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) upon request of such Person to guarantee the Administrative Agent, favorable legal opinions addressed Obligations by delivering to the Administrative Agent an executed assumption and Lenders supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in form and substance satisfactory thereto with respect to the good faith judgment of the Borrower or such Joinder Agreement and Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such other Person to deliver to the Administrative Agent such documents and closing certificates referred to in Section 6.2 as may be reasonably requested by the Administrative Agent which provide that Agent, (iv) such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary Person to (A) become a Guarantor by delivering deliver to the Administrative Agent a duly executed supplement such updated Schedules to the applicable Guaranty Agreement or such other document Loan Documents as requested by the Administrative Agent shall reasonably deem appropriate for with regard to such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Security Document Person and (Cv) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in the immediately preceding proviso to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Code.