Common use of Certain Obligations Respecting Subsidiaries Clause in Contracts

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that Parent, and all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionwill, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, and (i) each of its Subsidiaries at all U. S. Subsidiaries times is a Wholly Owned Subsidiary (except for any stock or other equity interests of such Subsidiary which is owned by a third party as of the Effective Date, as listed in Schedule IV hereto) and (ii) each of its Subsidiaries is and becomes a party to the Subsidiary Guarantee and the JCI/JNI Security Agreement, PROVIDED that, in the event of any Subsidiary organized as a partnership or limited liability company, the Borrower are guarantors shall cause each of the Secured Obligations partners or members thereof, as the case may be, to enter into a pledge agreement in form and that substance satisfactory to the Agent pursuant to which the Agent, on behalf of the Banks, shall be granted a first prior perfected security interest in all of the equity interests of such partnership or limited liability company to secure the obligations owing to the Banks hereunder and material assets (under the other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured ObligationsCredit Documents, subject to no other Lien except Permitted Liens (and subject the organizational document for such partnership or limited liability company shall expressly authorize each such partner or member to Permitted Perfection Limitationsso pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party). Without limiting the generality of the foregoing, in In the event that the Borrower any such additional shares of stock or other equity interests shall be issued by any Subsidiary of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute Borrower agrees forthwith to, and deliver, such documents as shall be necessary to cause (without duplication) all of its Subsidiaries to, deliver to the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Agent pursuant to the Security Agreements and Pledge AgreementsDocuments the certificates (if any) evidencing such shares of stock or other equity interests, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered accompanied by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, undated stock powers executed in blank and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns (i) all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than Excluded Assets50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsSection 9.14(viii) hereof. Without limiting the generality of the foregoing, in the event that the Borrower or Company shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than an Excluded Subsidiary) owned by them, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Company or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(v) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and Pledge Agreements, UCC-1 financing statements, intercompany notes specified as Collateral as defined in the Security Documents and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns (i) all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than Excluded Assets50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsSection 9.14(viii) hereof. Without limiting the generality of the foregoing, in the event that the Borrower or Company shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than an Excluded Subsidiary) owned by them, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Company or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(vii) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries times owns (subject only to the Lien of the Borrower are guarantors Security Documents) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock or partnership or other ownership interest of each of its Subsidiaries as is owned on the Restatement Date (or, with respect to any Subsidiary acquired or organized after the date hereof; as of the equity and material assets (other than Excluded Assets) date of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitationssuch acquisition or organization). Without limiting the generality of the foregoing, in none of the event that the Borrower or Company nor any of its Subsidiaries shall form sell, transfer, pledge or acquire otherwise dispose of any shares of stock or partnership or other ownership interest in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock or partnership or other ownership interest shall be issued by any such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary (which it or Acquire any additional Material Subsidiary and shall only do in conformity with thereby become the provisions owner, directly or indirectly, of this Agreement), the Borrower, contemporaneously with the formation shares of capital stock or acquisition partnership or other ownership interest of such new or additional Material Subsidiary: , the Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Banks, any shares, certificates of ownership, membership interests or other evidence of ownership, or other securities received as a result therefrom (itogether with undated stock or other powers executed in blank) will execute and shall give, execute, deliver, such documents as shall file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to cause (create, preserve or validate the security interest created therein, including, without duplication) limitation, causing any or all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent Collateral (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to as defined in the Security Agreements Agreement and Pledge Agreementsthe In-Flight Guarantee and Security Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assetsrespectively) to be pledged transferred of record into the name of the Administrative Agent; provided that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requestedmore than 65% of the capital stock, and to take such partnership or other action as the Administrative Agent shall request to perfect the security ownership interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents.Material Subsidiary. Credit Agreement

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries times owns (subject only to the Lien of the Borrower are guarantors Security Documents) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock or partnership or other ownership interest of each of its Subsidiaries as is owned on the Restatement Date (or, with respect to any Subsidiary acquired or organized after the date hereof, as of the equity and material assets (other than Excluded Assets) date of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitationssuch acquisition or organization). Without limiting the generality of the foregoing, in none of the event that the Borrower or Company nor any of its Subsidiaries shall form sell, transfer, pledge or acquire otherwise dispose of any shares of stock or partnership or other ownership interest in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock or partnership or other ownership interest shall be issued by any such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary (which it or Acquire any additional Material Subsidiary and shall only do in conformity with thereby become the provisions owner, directly or indirectly, of this Agreement), the Borrower, contemporaneously with the formation shares of capital stock or acquisition partnership or other ownership interest of such new or additional Material Subsidiary: , the Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Banks, any shares, certificates of ownership, membership interests or other evidence of ownership, or other securities received as a result therefrom (itogether with undated stock or other powers executed in blank) will execute and shall give, execute, deliver, such documents as shall file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to cause (create, preserve or validate the security interest created therein, including, without duplication) limitation, causing any or all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent Collateral (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to as defined in the Security Agreements Agreement and Pledge Agreementsthe In-Flight Guarantee and Security Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assetsrespectively) to be pledged transferred of record into the name of the Administrative Agent; provided that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requestedmore than 65% of the capital stock, and to take such partnership or other action as the Administrative Agent shall request to perfect the security ownership interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan DocumentsMaterial Subsidiary.

Certain Obligations Respecting Subsidiaries. (a) 8.27.1 The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that Parent, and all U. S. Domestic Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assetsexcluding real estate but including equity interests owned by a Loan Party) of the Borrower and all Subsidiary Guarantors (except, with respect to voting equity, within the meaning of Treasury Regulations Section 1.956-2(c)(2), of a CFC, CFC Holdco or Disregarded Domestic Subsidiary owned directly by the Borrower or Domestic Subsidiaries, only 66½% of such voting equity shall be required to be pledged, provided, however, that if a change in Law occurs subsequent to the Closing Date which permits a pledge of voting equity of any such CFC, CFC Holdco or Disregarded Domestic Subsidiary above 66½% without a current inclusion in the U.S. income of the Borrower pursuant to Section 951(a)(1)(B) of the Code (including, for the avoidance of doubt, due to an applicable exclusion), such additional amounts of the relevant voting equity shall be pledged) are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsLiens. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Domestic Subsidiary, shall: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any such new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each such new U.S. Subsidiary of the Borrower to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the U.S. Security Agreements Agreement and Pledge AgreementsU.S. Subsidiary Pledge, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary of the Borrower to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guarantyguaranty (excluding real estate); and (iii) will cause such new U.S. Subsidiary of the Borrower to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial FundingEffectiveness) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall reasonably request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary of the Borrower (excluding real estate) created pursuant to the Loan Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionParent will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Parent and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than than, in each case, Capital Stock of Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsSubsidiaries). Without limiting the generality of the foregoing, in the event that the Borrower or Parent shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than, the Borrowersubject to Section 9.12, contemporaneously with the formation or acquisition of such new an Excluded Subsidiary: (i) will execute and deliverowned by them, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Parent or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(v) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and Pledge Agreements, UCC-1 financing statements, intercompany notes specified as Collateral and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Capital Stock and material assets (other than Excluded AssetsSecurity Documents) of such new U.S. Subsidiary created pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionParent will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Parent and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than than, in each case, Capital Stock of Excluded Assets) of the Borrower Subsidiaries and all Guarantors are subject to a first priority Lien securing the Secured ObligationsUpper Providence Venture I, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsL.P.). Without limiting the generality of the foregoing, in the event that the Borrower or Parent shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than an Excluded Subsidiary) owned by them, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Parent or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(v) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and Pledge Agreements, UCC-1 financing statements, intercompany notes specified as Collateral as defined in the Security Documents and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, and all U. S. each of its Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded AssetsSuiza Capital Trust, Suiza Capital Trust II and any Unrestricted Subsidiary) is a Wholly Owned Subsidiary, except for (i) issuances of capital stock upon exercise of warrants outstanding on the Effective Date and other issuances of capital stock to Alan X. Xxxxxx xx Petex X. Xxxxxx, xx both, to permit them to own in the aggregate up to 17-1/2% of the outstanding capital stock of Franklin Plastics, Inc., a Delaware corporation, and (ii) as otherwise may be permitted or agreed in connection with a Permitted Acquisition. In the event that any additional shares of stock, partnership or other ownership interests (including, without limitation, warrants, options or other securities convertible into ownership interests) shall be issued by any Subsidiary (other than an Unrestricted Subsidiary) to an Obligor, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Security Agreement, Subsidiary Guarantee and Security Agreement or a pledge agreement in form and substance satisfactory to the Agent all (or, in the case of a Foreign Subsidiary, upon the request of the Agent up to 65% of such ownership interest acquired) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligationscertificates evidencing such shares of stock, subject to no partnership or other Lien except Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality ownership interests (including, without limitation, warrants, options or other securities convertible into ownership interests) accompanied by undated stock powers or forms of the foregoing, transfer executed in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, blank and to take such other action including, without limitation, (A) supplementing the Security Agreement and/or supplementing the Subsidiary Guarantee and Security Agreement in a manner and in form and substance satisfactory to the Agent, (B) delivering to the Agent Uniform Commercial Code searches for each Supplemental Guarantor for each jurisdiction in which such Supplemental Guarantor conducts its respective business or in which any of its respective Properties are located (or otherwise as the Administrative Agent may reasonably request) and (C) filing appropriately completed and duly executed copies of Uniform Commercial Code Financing Statements, as the Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Documentssuch Security Document.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such action, and will cause each of its Restricted Subsidiaries to take such action, from time to time as shall be necessary to ensure that Parent, and all U. S. new Restricted Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) Collateral of the Borrower and all Guarantors are such Restricted Subsidiaries is subject to a valid and enforceable first (or, in the case of First Lien Note Priority Collateral, second) priority Lien securing the Secured Obligations, subject to no other Lien except in the case of ABL Priority Collateral, Permitted Liens Additional ABL Liens, and subject to in the case of other Collateral, Permitted Perfection LimitationsLiens. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Restricted Subsidiaries shall form or acquire any new Restricted Subsidiary (which it shall only do in conformity with the provisions of this AgreementAgreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Borrower, contemporaneously with the formation or acquisition of such new Restricted Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any such new Venture owned by GB Ventures or QIG, any new U.S. Restricted Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on to the Collateral Agent under the First Lien Indenture and to execute a first-priority perfected basis) negative pledge in favor of the Agent with respect to secure the Secured Obligationssuch Capital Stock; (ii) will cause each such new U.S. Restricted Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), and joinders to the Security Agreements and Pledge AgreementsAgreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Restricted Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) Collateral to be pledged to secure such guaranty; and (iii) will cause such new U.S. Restricted Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial FundingEffectiveness) upon the Closing Date or as the Administrative Agent shall have reasonably requested, and to take such other action as (x) the Administrative Agent shall request to perfect the Agent’s security interest in the Capital Stock and material assets (other than Excluded Assets) Collateral of such new U.S. Restricted Subsidiary created pursuant to the Loan Documents, and (y) the Collateral Agent shall request to perfect the Collateral Agent’s security interest in the Capital Stock pursuant to the First Lien Indenture; and (iv) if such new Restricted Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Restricted Subsidiary to comply with the provisions of Section 8.25 (Real Property).

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that Parent, and all U. S. new Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors Subsidiaries are subject to a valid and enforceable first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsLiens, provided, however, that the NY Mortgages shall secure the Term Loans only. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this AgreementAgreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any such new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each such new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements Agreement and Pledge AgreementsAgreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 3.1 (Conditions to Initial FundingEffectiveness) upon the Closing Date or as the Administrative Agent shall have reasonably requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents; and (iv) if such new Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Subsidiary to comply with the provisions of Section 7.28 (Real Property). Notwithstanding the foregoing, the Borrower shall not be required to cause BCS LLC to comply with the provisions of this Section 7.27 unless the Agent requests that the Borrower cause BCS LLC to comply with such provisions and then, only to the extent requested by the Agent, provided, however, unless and until the Agent shall have requested that BCS LLC become a Loan Party and guaranty the Secured Obligations and pledge some or all of its assets to secure such guaranty as provided in this Section 7.27, notwithstanding anything herein to the contrary, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (without duplication), (i) transfer (whether by way of sale, loan, lease, gift, disposition, merger, sale of equity or otherwise) any asset to BCS LLC except in exchange for cash consideration equal to the fair market value of the asset transferred, (ii) make any Investment in BCS LLC or provide any Guaranty of or otherwise become liable for any obligations of BCS LLC, (iii) provide services to BCS LLC except in exchange for cash compensation equal to the value of the services provided, (iv) co-mingle any funds or other assets with BCS LLC, or (v) engage in any other transaction with BCS LLC on terms that are not at least as favorable to the Borrower or such Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party; except that the Borrower and its Subsidiaries may (x) make the initial investment in BCS LLC as is described in the definition of BCS Acquisition, (y) purchase or repay some or all of the debt described in the definition of BCS Acquisition so long as the purchase or repayment is for no more than the aggregate principal amount of such debt, together with the amount of accrued interest and fees thereon, and (z) purchase goods or services from BCS LLC on terms that are at least as favorable to the Borrower or such Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries times owns (subject only to the Lien of the Borrower are guarantors Security Documents) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of its Subsidiaries as is owned on the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsRestatement Date. Without limiting the generality of the foregoing, in none of the event that the Borrower or Company nor any of its Subsidiaries shall form sell, transfer or acquire otherwise dispose of any shares of stock in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock shall be issued by any such Subsidiary or (b) the Company shall create any new Subsidiary (which it or Acquire any additional Subsidiary and shall only do in conformity with thereby become the provisions owner, directly or indirectly, of this Agreement), the Borrower, contemporaneously with the formation or acquisition shares of capital stock of such new or additional Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIGcase may be, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary Company agrees forthwith to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent pursuant to terms of the Revolving Credit Security Agreement the certificates representing such shares of stock, accompanied by undated stock powers executed in blank and shall have requested, and to take such other Credit Agreement 80 - 76 - action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan DocumentsRevolving Credit Security Agreement; provided that if any such Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Administrative Agent more than 65% of the capital stock or other ownership interest in such Subsidiary and such pledge shall, at the request of the Majority Series A Lenders, be made either under the Revolving Credit Security Agreement or under a pledge or other agreement governed by the law of such Subsidiary's jurisdiction of organization.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Restricted Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Restricted Subsidiaries at all U. S. Subsidiaries times own (subject only to the Lien of the Borrower are guarantors Pledge Agreement) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the equity and material assets Pledge Agreement as is owned on the date hereof or, in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than Excluded Assets) Funding Co., 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Borrower and all Guarantors are subject Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations"PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that the Borrower or any such additional shares of its Subsidiaries shall form or acquire stock are issued by any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement)Pledged Subsidiary, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary respective Obligor agrees forthwith to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower Agent pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as Pledge Agreement the Administrative Agent certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in created therein pursuant to the Capital Stock Pledge Agreement. The Company will not and material assets will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than Excluded Assetsthe Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan Documents (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of such new U.S. Subsidiary created pursuant to prohibiting or restraining, or imposes materially adverse conditions upon, the Loan Documentsincurrence or payment of Indebtedness of the Company and its Restricted Subsidiaries, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionExcept as permitted by Section 9.05 hereof, the Company will, and will cause each of its Restricted Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Restricted Subsidiaries at all U. S. Subsidiaries times own (subject only to the Lien of the Borrower are guarantors Pledge Agreement) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the equity and material assets Pledge Agreement as is owned on the date hereof or, in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than Excluded Assets) 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Borrower and all Guarantors are subject Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations"PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that the Borrower or any such additional shares of its Subsidiaries shall form or acquire stock are issued by any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement)Pledged Subsidiary, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary respective Obligor agrees forthwith to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower Agent pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as Pledge Agreement the Administrative Agent certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall have requested, and to take such other action as the Administrative U.S. Agent shall request to perfect the security interest in created therein pursuant to the Capital Stock Pledge Agreement. The Company will not and material assets will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than Excluded Assetsthe Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Indenture included in the Canadian Forest Senior Subordinated Debt Documents and the Guarantee granted by Forest in relation thereto each as initially in effect) that, directly or indirectly, prohibits or restrains, or has the effect of such new U.S. Subsidiary created pursuant to prohibiting or restraining, or imposes materially adverse conditions upon, the Loan Documentsincurrence or payment of Indebtedness of the Company and its Restricted Subsidiaries, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Restricted Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Restricted Subsidiaries at all U. S. Subsidiaries times own (subject only to the Lien of the Borrower are guarantors Pledge Agreement) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the equity and material assets (other than Excluded Assets) Pledge Agreement as is owned on the date hereof or, in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof, the stock of which are required to be subject to the Lien of the Borrower and all Guarantors are subject Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations"Pledged Subsidiary"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that the Borrower or any such additional shares of its Subsidiaries shall form or acquire stock are issued by any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement)Pledged Subsidiary, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary respective Obligor agrees forthwith to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower Agent pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as Pledge Agreement the Administrative Agent certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in created therein pursuant to the Capital Stock Pledge Agreement. The Company will not and material assets will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than Excluded Assetsthe Indenture included in the Senior Subordinated Debt Documents as initially in effect) that, directly or indirectly, prohibits or restrains, or has the effect of such new U.S. Subsidiary created pursuant to prohibiting or restraining, or imposes materially adverse conditions upon, the Loan Documentsincurrence or payment of Indebtedness of the Company and its Restricted Subsidiaries, the granting of Liens (other than Liens on Properties securing Non-Recourse Debt), the declaration or payment of dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns (i) all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than Excluded Assets50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsSection 9.14(viii) hereof. Without limiting the generality of the foregoing, in the event that the Borrower or Company shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than an Excluded Subsidiary) owned by them, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Company or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(vii) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and Pledge Agreements, UCC-1 financing statements, intercompany notes specified as Collateral as defined in the Security Documents and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries times owns (subject only to the Lien of the Borrower are guarantors Security Agreement) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of its Subsidiaries as is owned on the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitationsdate hereof. Without limiting the generality of the foregoing, in none of the event that the Borrower or Company nor any of its Subsidiaries shall form sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class whatsoever to any Person (which it other than to the Company or another Obligor). In the event that any such additional shares of stock shall only do in conformity with the provisions of this Agreement)be issued by any Subsidiary, the Borrower, contemporaneously with respective Obligor agrees forthwith to deliver to the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Lender pursuant to the Security Agreements Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent Lender shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan DocumentsSecurity Agreement. The Company will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property.

Certain Obligations Respecting Subsidiaries. (a) The Except as permitted by Section 9.05 hereof, the Borrower will take such actionshall, and will shall cause each of its Restricted Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Borrower and each of its Restricted Subsidiaries at all U. S. Subsidiaries times own (subject only to the Lien of the Borrower are guarantors Security Documents) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the equity and material assets Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than Excluded Assets) any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Borrower and all Guarantors are subject Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations“Pledged Subsidiary”). Without limiting the generality of the foregoingforegoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that the Borrower or any such additional shares of its Subsidiaries shall form or acquire stock are issued by any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement)Pledged Subsidiary, the Borrower, contemporaneously with respective Obligor agrees forthwith to deliver to the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Documents.the

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries times owns (subject only to the Lien of the Borrower are guarantors Security Documents) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock or partnership or other ownership interest of each of its Subsidiaries as is owned on the Restatement Date (or, with respect to any Subsidiary acquired or organized after the date hereof, as of the equity and material assets (other than Excluded Assets) date of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitationssuch acquisition or organization). Without limiting the generality of the foregoing, in none of the event that the Borrower or Company nor any of its Subsidiaries shall form sell, transfer, pledge or acquire otherwise dispose of any shares of stock or partnership or other ownership interest in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock or partnership or other ownership interest shall be issued by any such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary (which it or Acquire any additional Material Subsidiary and shall only do in conformity with thereby become the provisions owner, directly or indirectly, of this Agreement), the Borrower, contemporaneously with the formation shares of capital stock or acquisition partnership or other ownership interest of such new or additional Material Subsidiary: , the Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Banks, any shares, certificates of ownership, membership interests or other evidence of ownership, or other securities received as a result therefrom (itogether with undated stock or other powers executed in blank) will execute and shall give, execute, deliver, such documents as shall file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to cause (create, preserve or validate the security interest created therein, including, without duplication) limitation, causing any or all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent Collateral (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to as defined in the Security Agreements Agreement and Pledge Agreementsthe In-Flight Guarantee and Security Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assetsrespectively) to be pledged transferred of record into the name of the Administrative Agent; PROVIDED that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requestedmore than 65% of the capital stock, and to take such partnership or other action as the Administrative Agent shall request to perfect the security ownership interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents.Material Subsidiary. CREDIT AGREEMENT

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionParent will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Parent and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than than, in each case, Capital Stock of Excluded Assets) of the Borrower Subsidiaries, Upper Providence Venture I, L.P. and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsXxxxxx Data Management LLC). Without limiting the generality of the foregoing, in the event that the Borrower or Parent shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than an Excluded Subsidiary) owned by them, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Parent or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(v) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and Pledge Agreements, UCC-1 financing statements, intercompany notes specified as Collateral as defined in the Security Documents and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Restricted Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Restricted Subsidiaries at all U. S. Subsidiaries times own (subject only to the Lien of the Borrower are guarantors Pledge Agreement) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the equity and material assets Pledge Agreement as is owned on the date hereof or, in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than Excluded Assets) Funding Co., 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Borrower and all Guarantors are subject Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations"PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that the Borrower or any such additional shares of its Subsidiaries shall form or acquire stock are issued by any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement)Pledged Subsidiary, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary respective Obligor agrees forthwith to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower Agent pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as Pledge Agreement the Administrative Agent certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in created therein pursuant to the Capital Stock Pledge Agreement. The Company will not and material assets will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than Excluded Assetsthe Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Indenture included in the Canadian Forest Senior Subordinated Debt Documents and the Guarantee granted by Forest in relation thereto each as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan Documents (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of such new U.S. Subsidiary created pursuant to prohibiting or restraining, or imposes materially adverse conditions upon, the Loan Documentsincurrence or payment of Indebtedness of the Company and its Restricted Subsidiaries, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionCompany will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Company and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns (i) all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than Excluded Assets50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clause (b) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsSection 9.14(viii) hereof. Without limiting the generality of the foregoing, in the event that the Borrower or Company shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than an Excluded Subsidiary) owned by them, the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Company or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(v) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and Pledge Agreements, UCC-1 financing statements, intercompany notes specified as Collateral as defined in the Security Documents and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionwill, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, and all U. S. each of the Subsidiaries of the Borrower are guarantors is a Wholly Owned Subsidiary (except for any stock or other equity interests of such Subsidiary which is owned by a third party as of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured ObligationsEffective Date, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitationsas listed in Schedule IV hereto). Without limiting the generality of the foregoing, in In the event that any additional shares of capital stock or other ownership interests shall be issued by any Subsidiary, the Borrower respective Obligor agrees forthwith to deliver to the Agent pursuant to the relevant Security Document the certificates evidencing such shares of stock or any other ownership interests (in the case of its Subsidiaries shall form or acquire any new Subsidiary a Foreign Subsidiary, only to the extent required under paragraph (which it shall only do in conformity with the provisions of this Agreementb) below), the Borrowerif any, contemporaneously with the formation accompanied by undated stock or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, transfer powers executed in blank and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Loan relevant Security Document; PROVIDED that, in the event of any Domestic Subsidiary organized as a partnership or limited liability company, the Borrower shall cause each of the partners or members thereof, as the case may be, to enter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, on behalf of the Lenders, shall be granted a first priority perfected security interest in all of the equity interests of such partnership or limited liability company to secure the obligations owing to the Lenders hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or limited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party).

Certain Obligations Respecting Subsidiaries. (a) The Except as permitted by Section 9.05 hereof, the Borrower will take such actionshall, and will shall cause each of its Restricted Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Borrower and each of its Restricted Subsidiaries at all U. S. Subsidiaries times own (subject only to the Lien of the Borrower are guarantors Security Documents and Liens permitted by Section 9.06) at least the same percentage of the Secured Obligations issued and that all outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the equity and material assets Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than Excluded Assets) any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Borrower and all Guarantors are subject Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations“Pledged Subsidiary”). Without limiting the generality of the foregoingforegoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that the Borrower or any such additional shares of its Subsidiaries shall form or acquire stock are issued by any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement)Pledged Subsidiary, the Borrower, contemporaneously with respective Obligor agrees forthwith to deliver to the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in created therein pursuant to the Capital Stock Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and material assets shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than Excluded Assetsthis Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of such new U.S. Subsidiary created pursuant prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Loan DocumentsBorrower or any of its Restricted Subsidiaries.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionParent will, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, the Parent and each of its Subsidiaries at all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that times owns all of the equity issued and material assets outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than than, in each case, Capital Stock of Excluded Assets) of the Borrower Subsidiaries and all Guarantors are subject to a first priority Lien securing the Secured ObligationsUpper Providence Venture I, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsL.P.). Without limiting the generality of the foregoing, in the event that the Borrower or Parent shall not, and shall not permit any of its Subsidiaries shall form to, sell, transfer or acquire otherwise dispose of any new shares of stock in any Subsidiary (which it shall only do in conformity with the provisions of this Agreement)other than, the Borrowersubject to Section 9.12, contemporaneously with the formation or acquisition of such new an Excluded Subsidiary: (i) will execute and deliverowned by them, such documents as shall be necessary to cause (without duplication) all nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any new Venture owned by GB Ventures class whatsoever to any Person (other than to the Parent or QIG, to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any new U.S. Subsidiary and up to a maximum such additional shares of sixty-six percent (66%) of the Capital Stock of shall be issued by any new First-Tier Foreign Subsidiary of the Borrower Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a Guarantor lien permitted under Section 9.13(v) hereof, and in any event subject to be duly pledged clause (on a first-priority perfected basisc) below) forthwith to secure deliver to the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Administrative Agent pursuant to the Security Agreements Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with 105 the Security Documents, promissory notes and Pledge Agreements, UCC-1 financing statements, intercompany notes specified as Collateral as defined in the Security Documents and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Capital Stock and material assets (other than Excluded AssetsSecurity Documents) of such new U.S. Subsidiary created pursuant to the Loan Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that Parentall Domestic Subsidiaries (excluding real estate) except for Tedea-Huntleigh, and all U. S. Subsidiaries of the Borrower Inc. are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assetsexcluding real estate) of the Borrower, all Domestic Subsidiaries and any equity interests of all direct Subsidiaries of the Borrower and all Subsidiary Guarantors (except with respect to equity of Foreign Subsidiaries only 65% of such equity shall be required to be pledged) are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection LimitationsLiens. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Domestic Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any such new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each such new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements Agreement and Pledge AgreementsAgreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guarantyguaranty (excluding real estate); and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary (excluding real estate) created pursuant to the Loan Documents.

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such actionwill, and will cause each of its Subsidiaries to to, take such action, action from time to time as shall be necessary to ensure that Parent, and the Borrower at all U. S. Subsidiaries times owns (subject only to the Lien of the Borrower are guarantors of the Secured Obligations and that Security Instruments) all of the equity issued and material assets (other than Excluded Assets) outstanding shares of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitationseach class of stock of each of its Subsidiaries. Without limiting the generality of the foregoing, in the event that the Borrower or shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary owned by it, or permit any of its Subsidiaries to issue any shares of stock of any class whatsoever to any Person other than the Borrower. In the event that any such additional shares of stock shall form or acquire be issued by any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor agrees forthwith to be duly pledged (on a first-priority perfected basis) deliver to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders Agent pursuant to the Security Agreements Instruments the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Instruments. Promptly (but in any event within thirty (30) days) following the Capital Stock and material assets creation of any Subsidiary (other than Excluded Assetsa shell acquisition subsidiary with little or no assets) of such new U.S. the Borrower following the Closing Date, or the acquisition of any Person by a Borrower or any Subsidiary created thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Loan DocumentsBorrower, the Borrower (i) shall notify the Agent in writing of the creation or acquisition of such Subsidiary (and the Agent shall promptly thereafter notify the Lenders) and (ii) shall cause such Subsidiary to become a guarantor of the performance of the Obligations and to execute and deliver a Subsidiary Guaranty and a Subsidiary Security Agreement and such other documents, in form and substance satisfactory to the Agent, as the Agent shall reasonably require in order to confirm the authorization and enforceability of such guaranty.