Common use of Foreign Subsidiaries Security Clause in Contracts

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement that a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would cause the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposes, then that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), to the extent that entering into such Pledge Agreement is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom).

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower Holdings reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and Holdings, with respect to any Foreign Subsidiary that is not a Look- Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement and Security Agreement, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary's obligations under the Subsidiaries Guaranty, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 8.17 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge (x) of 66-2/32/3 % or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such Pledge Security Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom).

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary all of the capital stock of which has not already had all of its stock been pledged pursuant to the Pledge Agreement that (i) a pledge of 66-2/3% or more of -52- 54 the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case, could reasonably be expected to cause the (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having an adverse effect in any material respect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower or any of its Subsidiaries, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock owned by a Credit Party and not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (if same constitutes a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (if same constitutes a Wholly-Owned Subsidiary) shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case, to the extent that the entering into such of the Security Agreement, the Pledge Agreement or the Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 8.14 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge (x) of 66-66- 2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such Pledge Security Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 7.15 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom).

Foreign Subsidiaries Security. If If, following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent Holding does not within 30 45 days after a request from the Administrative Agent or the Required Banks Lenders deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary of Holding which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause the (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having a Material Adverse Effect, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of Holding and the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such of the Security Agreement, Pledge Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Banks Lenders deliver to the Administrative Agent evidence, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders, with respect to any Foreign Wholly Owned Subsidiary (other than each Immaterial Subsidiary) which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote or, in the case of a Foreign Subsidiary whose capital stock is held by another Foreign Subsidiary, a pledge of any of the capital stock of such Foreign Subsidiary, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement and (iv) the entering into by such Foreign Subsidiary of a joinder agreement in substantially the form of the Joinder Agreement, in any such case would cause (I) the undistributed earnings of such Foreign Subsidiary (or such Foreign Subsidiary's parent or indirect parent to the extent that such parent is also a foreign subsidiary) as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event a Joinder Agreement shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary under Section 5 hereof and thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver a Joinder Agreement in order to guarantee the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, Pledge Agreement or Joinder Agreement (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 9.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Lenders.

Foreign Subsidiaries Security. If following Following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge Agreement Agreement, the Administrative Agent may request in writing that the Borrower deliver to the Administrative Agent within 30 days after such request evidence reasonably satisfactory to the Administrative Agent that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case would no longer reasonably be expected to cause the (x) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (y) other materially adverse Federal income tax consequences to the Credit Parties, and, to the extent such evidence is so delivered (or no evidence to the contrary is delivered within such 30-day period) the Borrower will, at the written request of the Administrative Agent or the Required Lenders, take one or more of the actions described in the immediately succeeding sentence. Provided that the actions set forth in clauses (i) through (iii) above would not cause the conditions set forth in either clause (x) or (y) above to be met, then within 45 days after the Administrative Agent's request, (I) the Borrower will, or will cause its applicable Subsidiary to, pledge that portion of each such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), (II) the Borrower will cause each such Foreign Subsidiary (to the extent that it is a Wholly-Owned Subsidiary) to execute and deliver the Security Agreement and the Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of each such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (III) the Borrower will cause each such Foreign Subsidiary (to the extent it is a Wholly-Owned Subsidiary) to execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement; in each case to the extent that the entering into such the Security Agreement, Pledge Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge (x) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (y) of any unsecured promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's ’s United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's ’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Secured Creditors a Lien in all of such Foreign Subsidiary’s assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such Pledge Security Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to ; provided that the contrary contained above, in provisions of this Section 7.13 shall not apply if the circumstances otherwise contemplated above, combined assets of the pledge of 66-2/3Foreign Subsidiaries are less than 10.0% or more of the total combined voting power consolidated assets of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result Holdings and its Subsidiaries as determined in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to accordance with GAAP; provided further that the Administrative Agent may, in its reasonable discretion elect not to perfect in any assets of any Foreign Subsidiary if the Administrative Agent determines that it is not feasible or economical to attain any such effect (showing in reasonable detail perfection according to the material negative tax consequences which would result therefrom)laws of the applicable foreign jurisdiction.

Foreign Subsidiaries Security. If If, following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Banks Lenders deliver evidence, in form and substance -55- 57 reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause the (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having a Material Adverse Effect, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such of the Security Agreement, Pledge Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower SMT reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and SMT, with respect to any Foreign Subsidiary of Holdings which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of SMT under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of such Pledge Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If If, following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent Holdings does not not, within 30 days after a request from the Administrative Agent setting forth the assertion, and the basis thereof, that one or more of the Required Banks conditions described in subdivision (i), (ii) or (iii) of this Section 8.13 will not have the effect set forth in subdivision (I) or (II) of this Section 8.13, deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary of Holdings which has not already had all of its stock pledged pursuant to the General Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause the (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having an adverse financial consequence to any Credit Party in any material respect, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the General Pledge Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the General Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the Security Agreement and General Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets which would be pledged to the Collateral Agent if such Foreign Subsidiary were a Domestic Subsidiary and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor, in each case to the extent that the entering into such of the Security Agreement, General Pledge Agreement or Subsidiaries Guaranty (and the pledge of a security interest thereunder) is permitted by (or feasible under) the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)jurisdiction.

Foreign Subsidiaries Security. If If, following a change in the ----------------------------- relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Administrative Agent or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderRequired Lenders, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a such request from the Administrative Agent or the Required Banks deliver evidence, in form and substance evidence reasonably satisfactory to the Administrative Agent, Agent with respect to any Foreign Subsidiary which has not already had all that is a Wholly-Owned Subsidiary of its stock pledged pursuant to the Pledge Agreement Borrower that any of (i) a pledge of 66-2/3662/3% or more of the total combined voting power of all classes of capital stock Capital Stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty or (iii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, in any case could cause all or a portion of the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income or would otherwise violate applicable law or result in adverse tax purposesconsequences to the Borrower or its Subsidiaries, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock Capital Stock not theretofore pledged pursuant to the Pledge Agreement Security Documents shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors Lenders pursuant to the Pledge Agreement Security Documents (or another pledge agreement in substantially similar form, if needed), (ii) in the case of a failure to deliver the extent that entering into evidence described in clause (ii) above, such Pledge Agreement is permitted by the laws Foreign Subsidiary shall execute and deliver a guaranty of the respective foreign jurisdiction Obligations of the Borrower under the Loan Documents (subject to compliance with financial assistance laws or similar laws applicable to such Foreign Subsidiary), and (iii) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (subject to compliance with financial assistance laws or similar laws applicable to such Foreign Subsidiary) shall execute and deliver a security agreement granting the Administrative Agent for the benefit of the Lenders a security interest in all of such Foreign Subsidiary's assets, in each case with all documents delivered pursuant to this Section 8.15 SECTION 7.14 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything Lenders, but in each case, only to the contrary contained above, extent permitted without violating applicable law or resulting in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative adverse tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)consequences.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower Parent Companies reasonably acceptable to the Administrative Paying Agent does not within 30 days after a request from the Administrative any Lead Agent or the Required Banks Lenders deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentLead Agents and the Borrowers, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement and Security Agreement, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse Federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 8.14 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Lead Agents.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (y) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore there- tofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such Pledge Security Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom).

Foreign Subsidiaries Security. If following Following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary of Borrower which has not already had all of its stock pledged pursuant to the Pledge Agreement Security Agreement, the Administrative Agent may request in writing that Borrower deliver to the Administrative Agent within 60 days after such request evidence reasonably satisfactory to the Administrative Agent that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case would no longer reasonably be expected to cause the (x) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's ’s United States parent for Federal income tax purposespurposes (y) other materially adverse income tax or other consequences to the Credit Parties, or (z) violate or conflict with the laws applicable to such Foreign Subsidiary, and, to the extent such evidence is so delivered (or no evidence to the contrary is delivered within such 60-day period) Borrower will, at the written request of the Administrative Agent, take one or more of the actions described in the immediately succeeding sentence. Provided that the actions set forth in clauses (i) through (iii) above would not cause the conditions set forth in either clause (x) or (y) above to be met, then within 45 days after the Administrative Agent’s request, (I) Borrower will, or will cause its applicable Subsidiary to, pledge that portion of each such Foreign Subsidiary's ’s outstanding capital stock not theretofore pledged pursuant to the Pledge Security Agreement shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors pursuant to the Pledge Security Agreement (or another pledge agreement in substantially similar form, if needed), (II) Borrower will cause each such Foreign Subsidiary (to the extent that it is a Wholly-Owned Subsidiary) to execute and deliver the Security Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Administrative Agent for the benefit of the Secured Creditors a security interest in all of each such Foreign Subsidiary’s assets and securing the Obligations of Borrower under the Credit Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and under any secured cash management arrangement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (III) Borrower will cause each such Foreign Subsidiary (to the extent it is a Wholly-Owned Subsidiary) to execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of Borrower under the Credit Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and under any secured cash management arrangement, in each case to the extent that the entering into such Pledge the Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction applicable to such Foreign Subsidiary and with all documents delivered pursuant to this Section 8.15 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If If, following a change in the ----------------------------- relevant sections of the Code IRC or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent Holdings does not not, within 30 days after a request from the Administrative Agent setting forth the assertion, and the basis thereof, that one or more of the Required Banks conditions described in subdivision (i), (ii) or (iii) of this Section 5.12 will not have the effect set forth in subdivision (I) or (II) of this Section 5.12, deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary of Holdings which has not already had all of its stock pledged pursuant to the General Pledge Agreement that (i) a pledge of 66-66 2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause the (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's ’s United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having an adverse financial consequence to any Credit Party in any material respect, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's ’s outstanding capital stock not theretofore pledged pursuant to the General Pledge Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the General Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the Security Agreement and General Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Collateral Agent for the benefit of the Lenders a security interest in all of such Foreign Subsidiary’s assets which would be pledged to the Collateral Agent if such Foreign Subsidiary were a Domestic Subsidiary and securing the obligations of Borrower under the Loan Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Guaranteed Creditor and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the obligations of Borrower under the Loan Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Guaranteed Creditor, in each case to the extent that the entering into such of the Security Agreement, General Pledge Agreement or Subsidiaries Guaranty (and the pledge of a security interest thereunder) is permitted by (or feasible under) the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)jurisdiction.

Foreign Subsidiaries Security. If If, following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent does not within 30 45 days after a request from the Administrative Agent or the Required Banks Lenders deliver evidence, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause the (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other Federal income tax consequences to the Credit Parties having a Material Adverse Effect, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement and Pledge Agreement (or another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such of the Security Agreement, Pledge Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 8.18 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom)Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreement that (i) a pledge (x) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (y) of any unsecured promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such Pledge Security Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to the contrary contained above, in the circumstances otherwise contemplated above, the pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to the Administrative Agent to such effect (showing in reasonable detail the material negative tax consequences which would result therefrom).

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Banks deliver evidence, in form and substance reasonably mutually satisfactory to the Administrative AgentAgent and the Borrower, with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Security Agreement that (i) a pledge (x) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would and (y) of any unsecured promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's ’s United States parent for Federal income tax purposespurposes or (II) other material adverse federal income tax consequences to the Credit Parties, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's ’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Secured Creditors a Lien in all of such Foreign Subsidiary’s assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into such Pledge Security Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 8.15 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. Notwithstanding anything to ; provided that the contrary contained above, in provisions of this Section 7.13 shall not apply if the circumstances otherwise contemplated above, combined assets of the pledge of 66-2/3Foreign Subsidiaries are less than 10.0% or more of the total combined voting power consolidated assets of all classes of capital stock of a Foreign Subsidiary shall not be required if, following a change of the type described above to the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the taking of the action otherwise required above would result Holdings and its Subsidiaries as determined in other material negative tax consequences to the Parent and/or its Subsidiaries, and so long as the Parent or the Borrower delivers notification to accordance with GAAP; provided further that the Administrative Agent may, in its reasonable discretion elect not to perfect in any assets of any Foreign Subsidiary if the Administrative Agent determines that it is not feasible or economical to attain any such effect (showing in reasonable detail perfection according to the material negative tax consequences which would result therefrom)laws of the applicable foreign jurisdiction.