Common use of Foreign Subsidiaries Clause in Contracts

Foreign Subsidiaries. Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

Foreign Subsidiaries. Subject to the following sentenceNotwithstanding any other provisions of this Section 2.06, mandatory prepayments as a result of Section 2.14(b)(i) of, or in the event thatrespect of, at any time, a Foreign Subsidiaries have, in the aggregate, Subsidiary (i) total revenues constituting 5% may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Proceeds of any Disposition of any property or more assets referred to in Section 2.14(b)(i) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrowers (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrowers shall apply an amount equal to such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the total revenues Borrowers rather than such Foreign Subsidiary, less the amount of Borrower and its Subsidiaries on a consolidated basisadditional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (iiB) total such Net Proceeds of any such Disposition of any property or assets constituting 5% referred to in Section 2.14(b)(i) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit Agreement or more reinvested in the business of Parent or any of its Subsidiaries; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more terms of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate Indebtedness) or reinvestments shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) be permitted and (ii) above. Notwithstanding may be retained if prohibited under applicable local law (as reasonably determined by the foregoing, no Borrowers); provided that such amounts may be retained by the applicable Foreign Subsidiary shall be required to become a Subsidiary Guarantorso long, xxxxx x xxxx on any of its assets in favor of but only so long, as the Lenders, or shall have its Equity Interests pledged to secure the Obligations, applicable local law will not permit repatriation to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of United States (the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, Borrowers hereby agreeing to cause the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the Lenders applicable local law to secure permit such repatriation), and once such repatriation is permitted under the Obligationsapplicable local law, such repatriation shall be promptly effected.

Foreign Subsidiaries. Subject to the following sentence, in In the event thatthat any Person becomes a Material Foreign Subsidiary of Company after the date hereof, at any timeand such Material Foreign Subsidiary is directly owned by Company or a Subsidiary Guarantor or a Person obligated to become a Subsidiary Guarantor hereunder (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, Foreign Subsidiaries have, in the aggregate, solely with respect to (i) total revenues constituting 5% or more a Person that becomes a Subsidiary of the total revenues of Borrower and its Subsidiaries on Company after the Closing Date pursuant to (a) a consolidated basis, Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) total assets constituting 5% or more Subsidiaries of the total assets of Borrower and its Subsidiaries Company on a consolidated basisthe Closing Date that are not Material Subsidiaries, promptly legally valid contractual restrictions (andthat, in any eventthe case of (i)(a) above, within 30 days after such time) existed prior to the Borrower shall cause one or more date of such Foreign Subsidiaries to become Subsidiary Guarantors Permitted Acquisition and to have their Equity Interests pledgedwere not created in anticipation of such acquisition or, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and case of (ii) above. Notwithstanding , existed on the foregoingClosing Date)), no Foreign Subsidiary shall be required to become a Subsidiary GuarantorCompany will promptly notify Administrative Agent of that fact and, xxxxx x xxxx on any of its assets as provided in favor of the LendersSecurity Agreement, Company shall, or shall have its Equity Interests pledged cause the Subsidiary that owns the Capital Stock of such Material Foreign Subsidiary to, execute and deliver to secure the Obligations, Administrative Agent a supplement to the extent that becoming Security Agreement and, if requested by Administrative Agent, a Subsidiary Guarantor, granting a lien on any of its assets in favor Foreign Pledge Agreement and to deliver to Administrative Agent certificates representing all of the Lenders or providing Capital Stock of such pledge would result Material Foreign Subsidiary (or, in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if the case of a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesCorporation, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests Capital Stock of such Foreign Subsidiary Corporation), accompanied by irrevocable undated stock powers, duly endorsed in blank; provided, that the Administrative Agent may agree in its sole discretion, with respect to any pledge of the Capital Stock in any such Material Foreign Subsidiary, that the pledge of such Capital Stock is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed), and the Administrative Agent may, in its sole discretion, consent to a waiver of the pledge of any such Capital Stock (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize the Administrative Agent, in its sole discretion and from time to secure the Obligationstime, to grant such waivers).

Foreign Subsidiaries. Subject to the following sentenceSection 8.12(c), in the event that, at any time, Foreign Subsidiaries who are not Subsidiary Guarantors have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such timetime (or such longer time as consented to by the Majority Lenders in writing) the Borrower Obligors shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding In addition, any Foreign Subsidiary that owns a manufacturing facility that is material to the foregoingbusiness of the Borrower, as determined by the Lenders in their reasonable discretion, shall become a Subsidiary Guarantor in the manner set forth in Section 8.12(a); provided that in each case, no Foreign Subsidiary or Controlled Foreign Corporation shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that. For the purposes of this section, if the determination of whether a “material adverse tax consequence” shall be deemed to result from such Foreign Subsidiary is precluded from or Controlled Foreign Corporation becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesshall be made by the Majority Lenders in their sole reasonable discretion, to following consultation with the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsBorrower.

Foreign Subsidiaries. Subject to the following sentenceNotwithstanding any other provisions of this Section 2.10, mandatory prepayments as a result of Section 2.10(c) in the event that, at any time, respect of a Foreign Subsidiaries have, in the aggregate, Subsidiary (i) total revenues constituting 5% may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale of any property or more assets referred to in Section 2.10(c) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrower in consultation with the Administrative Agent (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that the aggregate amount of mandatory prepayments that have not been applied to the prepayment of the total revenues Loans pursuant to this subclause (h) shall not exceed $1,000,000 during the life of Borrower and its Subsidiaries on this Agreement; provided further that such Net Cash Proceeds of any such Asset Sale of any property or assets referred to in Section 2.10(c) shall be applied to prepay any Indebtedness of a consolidated basisForeign Subsidiary permitted to be prepaid by this Agreement or reinvested in the business of any Company as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, or no prepayment of any such Indebtedness (ii) total assets constituting 5% or more of other than any prepayment required by the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more terms of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledgedIndebtedness) or reinvestments shall be permitted, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding may be retained if prohibited under applicable local law (as reasonably determined by the foregoing, no Borrower); provided that such amounts may be retained by the applicable Foreign Subsidiary shall be required to become a Subsidiary Guarantorso long, xxxxx x xxxx on any of its assets in favor of but only so long, as the Lenders, or shall have its Equity Interests pledged to secure the Obligations, applicable local law will not permit repatriation to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of United States (the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, hereby agreeing to cause the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the Lenders applicable local law to secure permit such repatriation), and once such repatriation is permitted under the Obligationsapplicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. Subject to the following sentence, in In the event that, at the end of any timefiscal quarter , (i) two or more Foreign Subsidiaries of Borrower have, in the aggregate, (i) total revenues from third parties constituting 520% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basisbasis for the four quarter period ending on the last day of such fiscal quarter, or (ii) any Foreign Subsidiary of Borrower has total assets revenues from third parties constituting 510% or more of the total assets revenues of Borrower and its Subsidiaries on a consolidated basisbasis for the four quarter period ending on the last day of such fiscal quarter , Borrower shall promptly (and, in any event, within 30 sixty (60) days after such time), (A) in the Borrower shall case of subclause (i) above, cause one or CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds threshold set forth in clauses subclause (i) above, and (B) in the case of subclause (ii) above. Notwithstanding , cause such Foreign Subsidiary to become a Subsidiary Guarantor in the foregoing, manner set forth in Section 8.12(a); provided that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on Guarantor if doing so would be reasonably likely to have an adverse tax consequence for the Borrower or any of its assets Subsidiaries as determined in favor of good faith by the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsBorrower.

Foreign Subsidiaries. Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more Commencing on the Funding Date, notify the Administrative Agent promptly after any Person becomes a direct Foreign Subsidiary of the total revenues of Borrower or a Guarantor (a “First Tier Foreign Subsidiary”), and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly thereafter (and, in any event, within 30 thirty (30) days after such timenotification (as such time period may be extended by the Administrative Agent in its sole discretion)), cause (i) the Borrower shall cause applicable Loan Party to deliver to the Administrative Agent Security Documents pledging under New York law (and, if required under Section 8.8(b)(ii), local foreign law) sixty six percent (66%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or more the equivalent thereof pursuant to the applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiaries Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such applicable Loan Party to become Subsidiary Guarantors deliver to the Administrative Agent such opinions, documents and certificates referred to have their Equity Interests pledgedin Section 7.2 as may be reasonably requested by the Administrative Agent, each in (iii) such applicable Loan Party to deliver to the manner Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such applicable Loan Party to deliver to the Administrative Agent such other documents consistent with the requirements set forth in this Section 8.12(a)8.8(b)(i) as may be reasonably requested by the Administrative Agent, such thatall in form, after such Subsidiaries become Subsidiary Guarantors, content and scope reasonably satisfactory to the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) aboveAdministrative Agent. Notwithstanding the foregoing, no (x) with respect to any Equity Interests in a First Tier Foreign Subsidiary for which a perfected security interest cannot be obtained under documentation governed by New York law, no such Equity Interests shall be required to become a Subsidiary Guarantorbe pledged hereunder and (y) to the extent that the Administrative Agent agrees in writing that the cost, xxxxx x xxxx on any burden, difficulty or consequence of its assets obtaining or perfecting the security interests described in favor this Section 8.8(b)(i) outweighs the benefit to the Lenders of such security interests, the LendersLoan Parties shall not be required to comply with this Section 8.8(b)(i) to the extent agreed in writing. (ii) After the Funding Date, or shall have its to the extent the aggregate EBITDA attributable to all Foreign Subsidiaries whose Equity Interests have not been pledged to secure the Obligations pursuant to this Section 8.8(b) for the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period (the “Foreign Pledge Date”), the Borrower (i) shall notify the Administrative Agent and the Lenders thereof, (ii) deliver stock certificates and related local law pledge agreements, in form satisfactory to a collateral agent acceptable to the Administrative Agent, evidencing the pledge of sixty-six percent (66%) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more First Tier Foreign Subsidiaries to secure the Obligations to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable to all Foreign Subsidiaries whose Equity Interests have not been pledged to secure the Obligations pursuant to this Section 8.8(b) for the most recently ended twelve (12) month period does not exceed twenty percent (20%) of Consolidated EBITDA, and (iii) cause such First Tier Foreign Subsidiary whose stock is pledged pursuant to the immediately preceding Section 8.8(b)(ii) to deliver simultaneously therewith similar documents applicable to such Foreign Subsidiary described in Section 7.2 as reasonably requested by the Administrative Agent; provided that in no event shall any such First Tier Foreign Subsidiary be required to join the Guaranty Agreement or otherwise to guarantee any of the Obligations. Upon the occurrence of the Foreign Pledge Date, the Borrower will be required to comply with the terms of this Section 8.8(b)(ii) within thirty (30) days (as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the Foreign Pledge Date or (ii) the date of formation or acquisition of any new First Tier Foreign Subsidiary. Notwithstanding the foregoing, to the extent that becoming a Subsidiary Guarantorthe Administrative Agent agrees in writing that the cost, granting a lien on any burden, difficulty or consequence of its assets obtaining or perfecting the security interests under local law described in favor of this Section 8.8(b)(ii) outweighs the benefit to the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencessecurity interests, the Loan Parties shall not be required to comply with this Section 8.8(b)(ii) to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligationsagreed in writing.

Foreign Subsidiaries. Subject to the following sentenceNotwithstanding any other provisions of this Section 2.10, mandatory prepayments as a result of Section 2.10(c) in the event that, at any time, respect of a Foreign Subsidiaries have, in the aggregate, Subsidiary (i) total revenues constituting 5% may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale of any property or more assets referred to in Section 2.10(c) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrower in consultation with the Administrative Agent (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that the aggregate amount of mandatory prepayments that have not been applied to the prepayment of the total revenues Loans pursuant to this subclause (h) shall not exceed $10,000,000 during the life of Borrower and its Subsidiaries on this Agreement; provided further that such Net Cash Proceeds of any such Asset Sale of any property or assets referred to in Section 2.10(c) shall be applied to prepay any Indebtedness of a consolidated basisForeign Subsidiary permitted to be prepaid by this Agreement or reinvested in the business of any Company as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, or no prepayment of any such Indebtedness (ii) total assets constituting 5% or more of other than any prepayment required by the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more terms of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledgedIndebtedness) or reinvestments shall be permitted, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding may be retained if prohibited under applicable local law (as reasonably determined by the foregoing, no Borrower); provided that such amounts may be retained by the applicable Foreign Subsidiary shall be required to become a Subsidiary Guarantorso long, xxxxx x xxxx on any of its assets in favor of but only so long, as the Lenders, or shall have its Equity Interests pledged to secure the Obligations, applicable local law will not permit repatriation to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of United States (the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, hereby agreeing to cause the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the Lenders applicable local law to secure permit such repatriation), and once such repatriation is permitted under the Obligationsapplicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. Subject Notwithstanding any other provisions of this Section 1.8, to the following sentenceextent that any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 1.8(c), the Net Cash Proceeds of any Event of Loss from a Foreign Subsidiary giving rise to a prepayment pursuant to Section 1.8(c) or Excess Cash Flow of a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 1.8(e): (i) is prohibited or delayed by applicable local law (including applicable local laws relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) or by restrictions in material constituent documents (including as a result of any minority or non-controlling ownership interests) from being distributed, repatriated or otherwise transferred to the Borrower, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied at the times provided in Section 1.8(c) or 1.8(e), as the case may be (it being agreed and understood that instead, such amounts may be retained by the applicable Subsidiary so long, but only so long, as the applicable local law or material constituent document will not permit such distribution or transfer (the Borrower hereby agreeing to cause the applicable Subsidiary to use commercially reasonable efforts (as determined in the Borrower’s reasonable business judgment) to overcome or eliminate such restrictions caused by the applicable local law or material constituent document), and once such distribution or transfer of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or material constituent document such distribution or transfer will be promptly effected and such distributed or transferred Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event thatnot later than three (3) Business Days after such distribution or transfer) applied (net of (a) additional Taxes payable or reserved against as a result thereof and (b) any costs, at expenses or Taxes incurred by the Borrower or an Affiliate thereof in connection with compliance with this Section 1.8(i)) to the repayment of the Term Loans pursuant to this Section 1.8 to the extent provided herein; and (ii) with respect to which the Borrower has determined in good faith in consultation with the Agent that any timedistribution, Foreign repatriation or other transfer thereof would have a material adverse tax cost consequence for the Borrower or any of their Subsidiaries have(including the imposition of material withholding) (taking into account any foreign tax credit or benefit received in connection with such distribution, repatriation or transfer), then the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied in accordance with Section 1.8(c) or 1.8(e), as applicable, and may be retained by the aggregateapplicable Subsidiary. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) total revenues constituting 5% the non-application of any prepayment amounts as a consequence of this Section 1.8(i) (subject to the limitations therein) will not, for the avoidance of doubt, constitute a Default or more an Event of Default for any purpose hereunder, and such amounts shall be available for working capital purposes of the total revenues of Borrower and its Restricted Subsidiaries on a consolidated basisas long as not required to be prepaid in accordance with this Section 1.8(i), or (ii) total assets constituting 5% or more of the total assets of Borrower and its Restricted Subsidiaries on a consolidated basisshall use all commercially reasonable efforts to overcome or eliminate any restrictions, promptly (and, in delays and/or minimize any event, within 30 days after such time) the Borrower shall cause one or more costs of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth prepayment contemplated in clauses (i) and or (ii) above. Notwithstanding of this Section 1.8(i), (iii) if at any time within one (1) year of a prepayment being forgiven due to any restrictions contemplated in clauses (i) or (ii) of this Section 1.8(i), such restrictions are removed, any relevant proceeds will at the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor end of the Lendersthen current Interest Period be applied to prepay Term Loans in accordance with the other provisions of this Section 1.8 and (iv) for the avoidance of doubt, or nothing in this Section 1.8 shall have its Equity Interests pledged require the Borrower to secure the Obligations, cause any amounts to be repatriated to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets United States (whether or not such amounts are used in favor or excluded from the determination of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all amount of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligationsany mandatory prepayments hereunder).

Foreign Subsidiaries. Subject Notify the Administrative Agent upon the creation or acquisition of any Foreign Subsidiary (including, without limitation, any Material First-Tier Foreign Subsidiary) and of any Foreign Subsidiary becoming a Material First-Tier Foreign Subsidiary and, with respect to any Material First-Tier Foreign Subsidiary existing as of the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregateClosing Date or so created or acquired or becoming such, (i) total revenues constituting 5% or more subject to the proviso in clause (1) below, as of the total revenues of Borrower and its Subsidiaries on a consolidated basis, Closing Date (as to each Material First-Tier Foreign Subsidiary then in existence) or (ii) total assets constituting 5% promptly thereafter (and in any event within ninety (90) days after such creation or more acquisition or occurrence and as such time period may be extended by the Administrative Agent in its sole discretion) as to each Material First-Tier Foreign Subsidiary so created or acquired or becoming such after the Closing Date), cause (A) the Borrower and/or the applicable Domestic Subsidiary(ies) to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total assets outstanding voting Capital Stock (and one hundred percent (100%) of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor voting Capital Stock) of any such Material First-Tier Foreign Subsidiaries Subsidiary as security for the Obligations and a consent thereto executed by such Material First-Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such Material First-Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the aggregate shall cease registered owner thereof), (B) such Person to have revenues or assetsdeliver to the Administrative Agent such documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (C) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (D) such Person to deliver to the Administrative Agent a legal opinion of counsel to the Borrower and/or such Domestic Subsidiary(ies), as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no such Material First-Tier Foreign Subsidiary shall and such other documents as may be required to become a Subsidiary Guarantorreasonably requested by the Administrative Agent, xxxxx x xxxx on any of its assets all in favor of the Lendersform, or shall have its Equity Interests pledged to secure the Obligations, content and scope reasonably satisfactory to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsAdministrative Agent.

Foreign Subsidiaries. Subject to If (a) any Foreign Subsidiary that is a direct wholly-owned Subsidiary of an Offshore Borrower or Offshore Guarantor organized under the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more laws of the total revenues jurisdiction of such Offshore Borrower and its Subsidiaries on a consolidated basisor Offshore Guarantor, or (iib) total any Person becomes a direct wholly-owned Subsidiary of an Offshore Borrower or Offshore Guarantor organized in the jurisdiction of such Offshore Borrower (other than O-I Europe) or Offshore Guarantor (other than any special purpose vehicle formed in connection with the incurrence or maintenance of Receivables Sale Indebtedness permitted hereunder), and such Subsidiary owns or acquires assets constituting 5% or more with an aggregate fair market value (without netting such fair value against a liability of such Subsidiary) exceeding $30,000,000, Borrowers’ Agent will promptly notify Collateral Agent of that fact and cause such Subsidiary, to the extent legally permissible, to execute and deliver to Collateral Agent a counterpart of the total applicable Offshore Guaranty and a counterpart of (or accession document to) the applicable Offshore Security Agreement and such documents and instruments and take such further actions as may be necessary, or in the reasonable opinion of Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of Borrower and its Subsidiaries such Subsidiary described in the applicable forms of Collateral Documents. If, on or after the Closing Date, a consolidated basiswholly-owned Foreign Subsidiary becomes a Foreign Subsidiary directly owned by a Subsidiary Guarantor, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more Capital Stock of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required pledged pursuant to become a Subsidiary Guarantor, xxxxx x xxxx on any the Security Agreement unless Collateral Agent agrees otherwise due to the illegality or impracticality of its assets such pledge or because the costs of obtaining such pledge are excessive in favor relation to the value of the Lenders, or security to be afforded thereby. Borrowers shall have its Equity Interests pledged to secure the Obligations, cause foreign pledge agreements with respect to the extent that becoming a Subsidiary Guarantor, granting a lien on any Capital Stock of its assets in favor O-I Manufacturing Netherlands B.V. and Veglarec B.V. to be executed and delivered to Collateral Agent as soon as reasonably practicable after the redemption of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsBSN Senior Subordinated Notes.

Foreign Subsidiaries. Subject The Borrower shall deliver an agreement evidencing the pledge, to the following sentenceAgent, for the benefit of the Holders of Secured Obligations of 65% of the Capital Stock of each Material Subsidiary that is not a Domestic Subsidiary, within sixty (60) days after such Subsidiary has become a Material Subsidiary, together, in each such case, with corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent; PROVIDED, HOWEVER, in the event thatthat any such Material Foreign Subsidiary is wholly-owned by a Domestic Subsidiary, in connection with which all of the requirements of this CLAUSE (II) have been satisfied and the activities of which are limited to owning the Capital Stock of its Subsidiaries, then, the Agent, at any timeits option, Foreign Subsidiaries havemay waive the requirement for the pledge of such foreign Material Subsidiary's Capital Stock under this CLAUSE (II); and PROVIDED FURTHER, HOWEVER, in the aggregateevent that more than one Subsidiary within a commonly controlled group of Subsidiaries constitutes a Material Subsidiary which is not a Domestic Subsidiary, (i) total revenues constituting 5% or more then only the Capital Stock of the total revenues of Borrower and its Subsidiaries on a consolidated basis, "parent" or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign "controlling" Subsidiary shall be required to become a be pledged. If at any time any non-Domestic Material Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (issue or cause to be pledged) issued Capital Stock, or warrants or options with respect to its Capital Stock, such that the aggregate amount of the Capital Stock, if any, of such Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of the total number all of the Equity Interests outstanding Capital Stock thereof, the Borrower shall (i) promptly notify the Agent of such Foreign deficiency and (ii) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in a form and substance reasonably satisfactory to the Agent in order to cause all of the Capital Stock of such non-Domestic Material Subsidiary (but not in excess of 65% of all of the outstanding Capital Stock thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations. In the event that the Borrower or any Guarantor causes or permits any foreign Material Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower or any Guarantor then the Borrower will (i) simultaneously deliver, or cause to be delivered, an agreement evidencing the pledge, to the Agent, for the benefit of the Holders of Secured Obligations, of all of the Capital Stock of such non-Domestic Material Subsidiary, (ii) simultaneously cause such non-Domestic Material Subsidiary to execute and deliver to the Lenders Agent a Guaranty Supplement pursuant to secure which it agrees to be bound by the Obligationsterms and provisions of the Subsidiary Guaranty (whereupon such Subsidiary shall become a "Guarantor" under this Agreement), and (iii) deliver and cause such Subsidiaries to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers, UCC financing statements with respect to the Capital Stock added as additional Collateral and such other corporate documentation as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent.

Foreign Subsidiaries. Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more The obligations of the total revenues Issuing Lender to issue Letters of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more Credit for the account of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, subject to the extent that becoming a Subsidiary Guarantorfurther conditions that: (a) Pledge Agreements, granting a lien on any valid pledge of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledgedi) 65% of the total number of the Equity Interests of such Foreign Subsidiary to secure the Domestic Indebtedness, if the direct parent of such Foreign Subsidiary is either a Credit Party or a Domestic Subsidiary and (ii) 100% of its Equity Interests to secure the Foreign Indebtedness shall have been executed, delivered and effective; (b) such Foreign Subsidiary shall have executed and delivered or joined into the Foreign Guaranty; (c) such Foreign Subsidiary shall have executed and delivered an Equipment Pledge Agreement which grants a valid, enforceable and perfected (if applicable) Lien over its Equipment to the Agent for the benefit of the Lenders to secure the ObligationsForeign Indebtedness and any of its obligations under the Foreign Guaranty; (d) the Agent shall have received authority documents for such Foreign Subsidiary similar to those described in Section 5.2; (e) the Agent shall have received an opinion of counsel to such Foreign Subsidiary in form and substance satisfactory to the Agent and evidence that all Requirements of Law have been satisfied in connection with the Loan Documents required under this Section 5.10; (f) the Agent shall have received evidence satisfactory to it that it has a valid and perfected first priority Lien on the Equity Interests and Equipment pledged as required hereby; and (g) all Loan Documents executed pursuant to this Section 5.10 shall be, in form and substance, satisfactory to Agent in its sole discretion. Notwithstanding the other requirements of this Section 5.10, if the local law of the jurisdiction of formation of a Foreign Subsidiary or of the jurisdiction where its Equipment is located prohibits, otherwise prevents or renders commercially unreasonable (in the sole determination of the Agent) the execution and delivery by such Foreign Subsidiary of a valid and enforceable Foreign Guaranty (or joinder thereto), or of a valid and enforceable Pledge Agreement or Equipment Pledge Agreement (and the creation of enforceable Liens for the benefit of the Agent thereunder), Agent may, in its sole discretion, waive delivery of such documentation and deem the requirements of this Section 5.10 otherwise satisfied. Agent will provide notice to Lenders of its formal waiver of items required pursuant to this Section 5.10.

Foreign Subsidiaries. Subject (i) In the event that any Person becomes a Foreign Subsidiary of Company after the Closing Date, Company will, within ten days thereafter, notify Administrative Agent of that fact. (ii) If the Foreign Subsidiary referenced in clause (i) is a first-tier Foreign Subsidiary, Company shall, or shall cause the Person that owns the Capital Stock of such Foreign Subsidiary to: (a) execute and deliver to Administrative Agent a supplement to the Guarantee and Collateral Agreement (and, if reasonably requested by Administrative Agent, a Foreign Pledge Agreement) to create in favor of Administrative Agent a First Priority Lien on 65% of the Capital Stock of such first-tier Foreign Subsidiary; and (b) deliver to Administrative Agent all certificates representing such 65% of such Capital Stock of such Foreign Subsidiary (accompanied by irrevocable undated stock powers, duly endorsed in blank). (iii) Company may defer the stock pledge required under clause (ii), subject to the following sentencetwo conditions: (a) such first-tier Foreign Subsidiary (considered individually and together with all of its own Subsidiaries) (collectively, a "Foreign Subsidiary Chain") does not constitute a Significant Subsidiary; and (b) after giving effect to such deferral, that Foreign Subsidiary Chain, in the event thataggregate with all other Foreign Subsidiary Chains where the first-tier Foreign Subsidiary is not pledged (in accordance with subsection 4.1I or this Section 6.8) as Collateral, at any time, Foreign Subsidiaries have, in the aggregate, represents both: (i1) total revenues constituting 510% or more less of the consolidated total assets of Company and its Subsidiaries; and (2) 10% or less of the consolidated total revenues of Borrower the Company and its Subsidiaries on for the trailing four Fiscal quarter period then ended; in each case as reflected in the then most-recent consolidated financial statements of Company delivered pursuant to Section 6.1. At its option, Company may effect the pledge of a consolidated basispreviously deferred first-tier Foreign Subsidiary in order to facilitate deferral for another first-tier Foreign Subsidiary. (iv) At Administrative Agent's reasonable request (but subject to the next sentence), or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower Company shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no any Foreign Subsidiary shall be required designated by Administrative Agent to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, fully comply with subsection 6.8A to the extent that becoming a Subsidiary Guarantorno material adverse Tax consequences to Company, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided thatParent and/or any of Parent's other Subsidiaries would reasonably be expected to result therefrom. Company shall be entitled to defer such compliance in reliance on clause (iii), if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligationsapplied mutatis mutandis.

Foreign Subsidiaries. Subject Effective as of the Closing Date, at the option of the Purchaser as may be determined in its sole discretion, the Sellers shall, or shall cause their respective Affiliates to the following sentence(or, in the event thatcase of the U.K. business operations, shall cause Xxxxxxx Xxxxxxxx, or take such other appropriate steps, to) (A) at any timethe election of the Sellers, Foreign Subsidiaries have(a) Transfer to the Purchaser or to one or more of its designated Affiliates, the capital stock of a wholly-owned subsidiary of Silverprime Ltd., (which subsidiary shall contain the Assets and the Executory Contracts primarily related to the operation of the dMS Business in the aggregateU.K. (the “U.K. Assets”)), or (ib) total revenues constituting 5% directly transfer the U.K. Assets to the Purchaser ((a) and (b) collectively, the “dMS Foreign Subsidiary Option”) and (B) Transfer to the Purchaser or to one or more of the total revenues of Borrower and its Subsidiaries on a consolidated basisdesignees, or (ii) total assets constituting 5% or more the capital stock of any of the total assets foreign subsidiaries listed on Exhibit G attached hereto (the “ECM Foreign Subsidiary Option”) (any of Borrower the foregoing foreign subsidiaries which the Purchaser so elects to acquire individually referred to herein as a “Foreign Subsidiary”, and its Subsidiaries on a consolidated basiscollectively as the “Foreign Subsidiaries”); provided that the Purchaser (x) must exercise the dMS Foreign Subsidiary Option, promptly (andif at all, in any event, within no later than 30 days following the Closing Date and (y) may only exercise the ECM Foreign Subsidiary Option, if at all, on the first Business Day following the 30th day after such time) the Borrower shall cause one or more closing of the sale of the CIM and Collaboration Business, to the extent the capital stock of such Foreign Subsidiaries has not been previously acquired. In connection therewith, immediately prior to become Subsidiary Guarantors any such Transfer, all intercompany receivables, payables, loans and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues investments and any other intercompany accounts of any type or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on nature between any Seller or any of its assets in favor Affiliates that are controlled by any Seller and not subject to any insolvency or similar proceeding, on the one hand, and the Foreign Subsidiary(ies) the stock of which is the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result subject of such adverse tax consequencesTransfer, to on the extent other hand, shall be settled, cancelled or otherwise terminated or eliminated (it being understood that such Foreign Subsidiary is a “first tier” Foreign Subsidiarythe Sellers will determine, Borrower shall pledge (or cause to be pledged) 65% of in their sole discretion, the total number of the Equity Interests method of such Foreign Subsidiary to the Lenders to secure the Obligationstermination or elimination).

Foreign Subsidiaries. Subject to the following sentence, in In the event thatthat any Person becomes a Material Foreign Subsidiary of Company after the date hereof, at any timeand such Material Foreign Subsidiary is directly owned by Company or a Subsidiary Guarantor or a Person obligated to become a Subsidiary Guarantor hereunder (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, Foreign Subsidiaries have, in the aggregate, solely with respect to (i) total revenues constituting 5% a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or more of the total revenues of Borrower and its Subsidiaries on (b) an Investment in a consolidated basis, Joint Venture (provided that such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) total assets constituting 5% or more Subsidiaries of Company on the total assets of Borrower and its Subsidiaries on a consolidated basisClosing Date that are not Material Subsidiaries, promptly legally valid contractual restrictions (andthat, in any eventthe case of clause (i)(a) above, within 30 days after such time) existed prior to the Borrower shall cause one or more date of such Foreign Subsidiaries to become Subsidiary Guarantors Permitted Acquisition and to have their Equity Interests pledgedwere not created in anticipation of such acquisition or, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and case of clause (ii) above. Notwithstanding , existed on the foregoingClosing Date)), no Foreign Subsidiary shall be required to become a Subsidiary GuarantorCompany will promptly notify Administrative Agent of that fact and, xxxxx x xxxx on any of its assets as provided in favor of the LendersSecurity Agreement, Company shall, or shall have its Equity Interests pledged cause the Subsidiary that owns the Capital Stock of such Material Foreign Subsidiary to, execute and deliver to secure the Obligations, Administrative Agent a supplement to the extent that becoming Security Agreement and, if requested by Administrative Agent, a Subsidiary Guarantor, granting a lien on any of its assets in favor Foreign Pledge Agreement and to deliver to Administrative Agent certificates representing all of the Lenders or providing Capital Stock of such pledge would result Material Foreign Subsidiary (or, in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if the case of a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesCorporation, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests Capital Stock of such Foreign Subsidiary Corporation), accompanied by irrevocable undated stock powers, duly endorsed in blank; provided, that Administrative Agent may agree in its sole discretion, with respect to any pledge of the Capital Stock in any such Material Foreign Subsidiary, that the pledge of such Capital Stock is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed), and Administrative Agent may, in its sole discretion, consent to a waiver of the pledge of any such Capital Stock (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to secure the Obligationstime, to grant such waivers).

Foreign Subsidiaries. Subject Notwithstanding anything in the foregoing subsection 5.8A to the following sentencecontrary, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, that (i) total revenues constituting 5% any Person becomes a Subsidiary of Finance Sub after the date hereof and such Subsidiary is a controlled foreign corporation (as defined in Section 957(a) or more a successor provision of the total revenues Internal Revenue Code) and (ii) the execution of Borrower a counterpart of the Subsidiary Guaranty and the Collateral Documents required to be executed by such Subsidiary pursuant to this subsection 5.8A or such Subsidiary continuing to be a party to the Subsidiary Guaranty and the Collateral Documents, if previously executed, will result in material negative tax consequences to Company, then the Lenders hereby agree to enter into an amendment to this Agreement providing that (a) such foreign subsidiary shall not be required to execute counterparts of the Subsidiary Guaranty or the Collateral Documents or shall be released from the Subsidiary Guaranty and Collateral Documents to which it is a party, if previously executed, and (b) Finance Sub or its Subsidiaries on Subsidiaries, as the case may be, shall only be required to pledge, or continue to pledge, 65% of the Capital Stock of such foreign subsidiary, pursuant to the Collateral Documents, if permitted under applicable foreign law, or pursuant to an additional pledge agreement or other documentation in conformity with applicable foreign law to perfect Administrative Agent's security interest in such Capital Stock; provided that (1) Borrowers shall agree to such amendments to this Agreement as Lenders reasonably determine are necessary with respect to such foreign subsidiary and (2) such amendment shall otherwise be in form and substance reasonably satisfactory to Requisite Lenders. It being understood that if following any such amendment in accordance with this subsection 5.8C, (x) Administrative Agent or Requisite Lenders and Company reasonably determine at any time that additional pledges of Capital Stock of any such foreign subsidiary in excess of the 65% of the outstanding Capital Stock of such foreign subsidiary or a consolidated basisguarantee from, or other creditors rights or security interests in the assets of, any such foreign subsidiary (such additional pledged stock, guaranties and creditors' rights and security interests in assets, collectively, "ADDITIONAL SECURITY") may be obtained without Company incurring any material tax liabilities, or (iiy) total assets constituting 5% or more Administrative Agent and Requisite Lenders agree to pay any additional tax liabilities incurred in connection with the taking of the total assets of Borrower and its Subsidiaries on a consolidated basisAdditional Security, promptly (and, in any event, within 30 days after such time) the Borrower Company shall cause one such Additional Security to be granted to Administrative Agent for the benefit of Lenders, together with such supporting opinions of counsel and other documents as Administrative Agent or more of such Foreign Subsidiaries Requisite Lenders shall reasonably request consistent with the documents required to become Subsidiary Guarantors and be delivered pursuant to have their Equity Interests pledged, each subsection 5.8A. Notwithstanding anything in this subsection 5.8C to the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantorscontrary, the non-guarantor Foreign Subsidiaries in provisions of this subsection 5.8C shall not apply to Global Advanced Networks (Europe) B.V. ("GANE") as long as GANE (i) satisfies the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds conditions set forth in clauses (ib) and (c) of the definition of an Unrestricted Subsidiary, (ii) conducts no business activities and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its does not have assets in favor excess of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations$25,000.

Foreign Subsidiaries. Subject to the following sentenceThe Borrower agrees that it shall, and shall cause each Subsidiary that owns any Capital Stock of a Foreign Subsidiary to, pledge two-thirds of all issued and outstanding shares of each class of Capital Stock of each Foreign Subsidiary (or, in the event that, at any time, Foreign that the Borrower and its Subsidiaries haveown, in the aggregate, less than two-thirds of the issued and outstanding shares of any class of such Capital Stock, all of such issued and outstanding shares owned by the Borrower and its Subsidiaries) to the Agent as security for the payment and performance of the Obligations, each of which pledges shall be pursuant to a pledge and security agreement in form and substance satisfactory to the Agent (ithe "Foreign Stock Pledge Agreements"); provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pledge the Capital Stock of Foreign Subsidiaries which, in the aggregate, contribute less than 12.5% of the EBITDA of the Borrower and its Subsidiaries on a consolidated basis determined as of the most recent Calculation Day based on the Calculation Period then ended; provided, further, however, that if, for any subsequent Calculation Period, EBITDA of the Foreign Stock Subsidiaries whose Capital Stock is not pledged pursuant to this Section 2.19(b) total revenues constituting 5equals 12.5% or more of the total revenues EBITDA of the Borrower and its Subsidiaries on a consolidated basis, or the Borrower and its Subsidiaries shall promptly (iiand in any event within ten Business Days after such determination is initially made) total assets constituting 5% or more execute additional Foreign Stock Pledge Agreements which pledge the Capital Stock of additional Foreign Subsidiaries such that the EBITDA of the total assets Foreign Stock Subsidiaries whose Capital Stock is not pledged is less than 12.5% of the EBITDA of the Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more . Each of such pledges shall constitute a perfected, first priority Lien in all such Capital Stock of each Foreign Subsidiaries Subsidiary. In addition to become Subsidiary Guarantors the foregoing and to have their Equity Interests pledged, each in connection with the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary GuarantorsForeign Stock Pledge Agreements, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having applicable Subsidiaries shall deliver to the Agent the original certificates evidencing all of its Equity Interests pledged as a result the Capital Stock so pledged, together with stock powers appropriately executed in blank or other instruments of such adverse tax consequences, transfer in form and substance satisfactory to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsAgent.

Foreign Subsidiaries. Subject to At any time that the following sentence, Foreign Subsidiaries shall in the event thataggregate generate more than either (each a "Foreign Threshold") ten percent (10%) of consolidated revenues for the Consolidated Group on a consolidated basis for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter or more than ten percent (10%) of Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, at any time, Foreign Subsidiaries have, in then the aggregate, Borrower shall (i) total revenues constituting 5% or more of notify the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, Administrative Agent thereof within 30 10 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledgeda Responsible Officer has knowledge thereof, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) abovewithin 45 days thereafter, cause (A) delivery of supporting resolutions, incumbency certificates, corporation formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (B) delivery of stock certificates (where required for perfection under local law) and a related pledge agreement or pledge joinder agreement evidencing the pledge of 66% (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding capital stock entitled to vote (within the meaning of Treas. Notwithstanding Reg. Section 1. 956-2(c)(2)) and 100% of the foregoing, no issued and outstanding capital stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) of each Foreign Subsidiary directly owned by a Credit Party, such that immediately after such pledge, the Foreign Subsidiaries whose capital stock has not been pledged pursuant to this clause (b) shall not exceed the Foreign Threshold, in each case to secure the obligations of the Borrower under the Credit Documents and in each case together with undated stock transfer powers executed in blank and other ancillary documents reasonably requested by the Collateral Agent; provided, however, that to the extent any capital stock of any Foreign Subsidiary is pledged, or required to be pledged, as security for any working capital facility extended to any Foreign Subsidiary, (I) such capital stock shall not be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor be pledged as security for the obligations of the Lenders, or shall have its Equity Interests pledged to secure Borrower under the Obligations, Credit Documents and (II) to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor such capital stock has already been pledged as security for the obligations of the Lenders or providing Borrower under the Credit Documents, the Administrative Agent shall execute releases (and similar agreements) necessary to release such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of shall return such adverse tax consequences, capital stock to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligationsowner thereof.

Foreign Subsidiaries. Subject to the following sentence, in (i) In the event that, at any time, Foreign Subsidiaries have, in the aggregate, (ix) total revenues constituting 5% [redacted in accordance with Section 12.2(3) of National Instrument 51-102] or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (iiy) total net assets constituting 5% [redacted in accordance with Section 12.2(3) of National Instrument 51-102] or more of the total net assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower Obligors shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (ix) and (iiy) above. Notwithstanding the foregoing, ; provided that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided ; (ii) In the event that, if a at any time, any Foreign Subsidiary that is precluded from becoming not a Subsidiary Guarantor has cash or deposits on account in excess of [redacted in accordance with Section 12.2(3) of National Instrument 51-102] or the aggregate of such cash or deposits on account for all such Foreign Subsidiaries is in excess of [redacted in accordance with Section 12.2(3) of National Instrument 51-102], Borrower shall cause such Foreign Subsidiary(s) to (x) immediately transfer all funds that exceed the amounts identified above to its direct or indirect parent that is a Subsidiary Guarantor or having all of its Equity Interests pledged as (y) become a result of such adverse tax consequencesSubsidiary Guarantor in the manner set forth in Section 8.12(a). Notwithstanding the foregoing, this Section 8.12(b)(ii) shall not apply to the extent Italian Account provided that the balance of assets in the Italian Account does not exceed [redacted in accordance with Section 12.2(3) of National Instrument 51-102] (or the equivalent amount in another currency based upon the then current applicable Exchange Rate) or to the Escrow Account provided that the balance of assets in the Escrow Account does not exceed [redacted in accordance with Section 12.2(3) of National Instrument 51-102] (or the equivalent amount in another currency based upon the then current applicable Exchange Rate). For certainty, all cash and deposits on accounts of any Foreign Subsidiary that is not a Subsidiary Guarantor which is not required to be transferred in accordance with part (x) above shall not be included in the calculation of Liquidity; and (iii) In addition to Section 8.12(b)(ii) above, while the Escrow Account exists the Borrower shall, within twenty (20) Business Days after receiving prior written notice from the Administrative Agent (which the Administrative Agent may provide in its sole discretion), cause any Foreign Subsidiary that is not already a Subsidiary Guarantor but which has cash or deposits on account from time to time to become a Subsidiary Guarantor in the manner set forth in Section 8.12(a), including for certainty providing all necessary security and control agreements, notwithstanding that such Foreign Subsidiary is would not otherwise be required to become a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary Guarantor pursuant to the Lenders to secure the Obligationsother terms of this Section 8.12.

Foreign Subsidiaries. Subject to the following sentence, in In the event thatthat any Person becomes a Material Foreign Subsidiary of Company after the date hereof, at any timeand such Material Foreign Subsidiary is directly owned by Company or a Subsidiary Guarantor or a Person obligated to become a Subsidiary Guarantor hereunder (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, Foreign Subsidiaries have, in the aggregate, solely with respect to (i) total revenues constituting 5% a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or more of the total revenues of Borrower and its Subsidiaries on (b) an Investment in a consolidated basis, Joint Venture (provided that such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) total assets constituting 5% or more Subsidiaries of Company on the total assets of Borrower and its Subsidiaries on a consolidated basisClosing Date that are not Material Subsidiaries, promptly legally valid contractual restrictions (andthat, in any eventthe case of clause (i)(a) above, within 30 days after such time) existed prior to the Borrower shall cause one or more date of such Foreign Subsidiaries to become Subsidiary Guarantors Permitted Acquisition and to have their Equity Interests pledgedwere not created in anticipation of such acquisition or, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and case of clause (ii) above. Notwithstanding , existed on the foregoingClosing Date)), no Foreign Subsidiary shall be required to become a Subsidiary GuarantorCompany will promptly notify Administrative Agent of that fact and, xxxxx x xxxx on any of its assets as provided in favor of the LendersSecurity Agreement, Company shall, or shall have its Equity Interests pledged cause the Subsidiary that owns the Capital Stock of such Material Foreign Subsidiary to, execute and deliver to secure the Obligations, Administrative Agent a supplement to the extent that becoming Security Agreement and, if requested by Administrative Agent, a Subsidiary Guarantor, granting a lien on any of its assets in favor Foreign Pledge Agreement and to deliver to Administrative Agent certificates or registers representing all of the Lenders or providing Capital Stock of such pledge would result Material Foreign Subsidiary (or, in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if the case of a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesCorporation, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests Capital Stock of such Foreign Subsidiary Corporation), accompanied, where applicable, by irrevocable undated stock powers, duly endorsed in blank; provided, that Administrative Agent may agree in its sole discretion, with respect to any pledge of the Capital Stock in any such Material Foreign Subsidiary, that the pledge of such Capital Stock is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed), and Administrative Agent may, in its sole discretion, consent to a waiver of the pledge of any such Capital Stock (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to secure the Obligationstime, to grant such waivers).

Foreign Subsidiaries. Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, By not later than (i) total revenues constituting 5% or more with respect to each Foreign Subsidiary in existence as of the total revenues of Borrower and its Subsidiaries on a consolidated basisClosing Date, or sixty (ii60) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 calendar days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledgedClosing Date, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no with respect to each Foreign Subsidiary shall be required to become a Subsidiary Guarantorformed or acquired on or after the Closing Date, xxxxx x xxxx on any of its assets in favor of forty-five (45) calendar days after the Lenders, formation or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result acquisition of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (execute, or cause to be pledged) executed, such further agreements, documents or instruments, or take such other actions, as Bank reasonably deems necessary in order to effectuate the pledge to Bank of security interests in Borrower’s, and/or Borrower’s subsidiaries’, ownership interest in such Foreign Subsidiary (such pledge exclusive of shares of voting stock of such Foreign Subsidiary that represent more than 65% of the total number voting stock of such Foreign Subsidiary, as described in Section 2.4 hereof), including, without limitation, (i) executing and delivering to each such Foreign Subsidiary, a notice of the Equity Interests pledge of Borrower’s and/or Borrower’s subsidiaries’ interests therein to Bank, (ii) causing such Foreign Subsidiary to the Lenders execute and deliver to secure the ObligationsBank an acknowledgment of pledge related to Borrower’s and/or such subsidiaries’ pledge of its or their interest in such Foreign Subsidiary, and (iii) delivering to Bank stock certificates (or comparable certificates of ownership) evidencing Borrower’s and/or such subsidiaries’ ownership interest in such Foreign Subsidiary, accompanied by appropriate assignments separate from stock certificates, in each case, in form in substance satisfactory to Bank. (e) Article VI, Negative Covenants, is hereby amended by amending and restating in its entirety Section 6.5 as follows:

Foreign Subsidiaries. Subject The Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that (i) 66% of the following sentencevoting Capital Stock of any First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) of any Obligor and (ii) so long as the pledge thereof could not have any adverse tax consequences for the Company, 100% of all other Capital Stock of such First-Tier Foreign Subsidiary of any Obligor shall be pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to a Pledge Agreement. Without limiting the generality of the foregoing, in the event thatthat the Company or any of its Domestic Subsidiaries that are Obligors shall form or acquire any new First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary to, comply with the requirements of this Section 6.09(b) promptly but in no event later than 45 days following the formation or acquisition of such Foreign Subsidiary, as such time period may be extended by the Administrative Agent in its sole discretion, and in that connection the Company or such Domestic Subsidiary, as the case may be, shall deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested. Notwithstanding anything herein to the contrary; (A) if at any time, time either the aggregate tangible assets (determined based on the book value) of First-Tier Foreign Subsidiaries have, the shares of Capital Stock of which have not been pledged pursuant to a Pledge Agreement exceed $25,000,000 or the revenues of First-Tier Foreign Subsidiaries the share of Capital Stock of which have not been pledged pursuant to a Pledge Agreement exceeds 5% of the consolidated revenues of the Company (as determined (in the aggregate, (icase of assets) total revenues constituting 5% or more as of the total revenues end of Borrower and its Subsidiaries on a consolidated basis(in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or (ii) total assets constituting 5% or more cause the relevant Domestic Subsidiary that is an Obligor to, pledge the Capital Stock of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more such First-Tier Foreign Subsidiaries pursuant to this Section 6.09(b) so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of the financial statements of the Company for such fiscal quarter or fiscal year, as such time period may be extended by the Administrative Agent in its sole discretion, and (B) if at any time any First-Tier Foreign Subsidiary (the capital stock of which has not been pledged pursuant to a Pledge Agreement) shall no longer be an Immaterial Foreign Subsidiary (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to, comply with the requirements of this Section 6.09(b) with respect to the Capital Stock of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the nonFirst-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Tier Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% promptly but in no event later than 45 days following the delivery of the total number financial statements of the Equity Interests of Company for such Foreign Subsidiary to fiscal quarter or fiscal year, as such time period may be extended by the Lenders to secure the ObligationsAdministrative Agent in its sole discretion.

Foreign Subsidiaries. Subject to (a) None of GenMark Diagnostics Europe GmbH, a Swiss joint stock company, GenMark Diagnostics France, SAS, a French joint stock company, GenMark Diagnostics Germany GmbH, a German joint stock company, GenMark Diagnostics UK Limited, a United Kingdom company (the following sentence, in the event that, at “Closing Date Foreign Subsidiaries”) or any time, other Excluded Foreign Subsidiaries have, in the aggregate, Subsidiary shall (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basishave any material operations, or (ii) total assets constituting 5% maintain at any time any Property other than (A) cash and Cash Equivalents with an aggregate value not in excess of $ *** (or more the US dollar equivalent thereof in foreign currency), (B) Diagnostic Systems maintained at the European Distribution Center or at the premises of a customer pursuant to a Reagent Rental Agreement and (C) other Equipment and Inventory with an aggregate value not in excess of $*** (or the total assets US dollar equivalent thereof in other currency) or (iii) have any liabilities with an aggregate value in excess of Borrower $*** (or the US dollar equivalent thereof in other currency). (b) No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries on a consolidated basisto, promptly (and, in directly or indirectly enter into or permit to exist any event, within 30 days after such time) transaction with or for the Borrower shall cause one benefit of any Closing Date Foreign Subsidiary or more of such any other Excluded Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses other than (i) as permitted pursuant to clauses (h) and (i) of the definition of “Permitted Indebtedness” and clause (j) of the definition of “Permitted Investments” and (ii) above. Notwithstanding the foregoingsale of Diagnostic Systems and Inventory by Loan Parties to such Excluded Foreign Subsidiaries on arms’ length terms. (c) Borrower and the Subsidiaries of Borrower shall not form or otherwise establish any Subsidiaries except (x) the Closing Date Foreign Subsidiaries, (y) Subsidiaries created in connection with a Permitted Acquisition and domiciled under the laws of any State of the United States or the District of Columbia and (z) Excluded Foreign Subsidiaries formed or established after the Closing Date so long as (i) the Loan Parties are in compliance with Section 6.11 and this Section 7.10 as of the date of such formation, (ii) no Default or Event of Default has occurred and is continuing or would otherwise result from such formation, (iii) Agent has received 30 days prior written notice of the formation of such Excluded Foreign Subsidiary and (iv) Agent has received such other documents, agreements, instruments or information regarding such formation as Agent shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligationsreasonably request.

Foreign Subsidiaries. Subject to the following sentence, in (i) In the event that, at any time, Foreign Subsidiaries have, in the aggregate, (ix) total revenues constituting 5% [redacted]% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (iiy) total net assets constituting 5% [redacted]% or more of the total net assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower Obligors shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (ix) and (iiy) above. Notwithstanding the foregoing, ; provided that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided ; (ii) In the event that, if a at any time, any Foreign Subsidiary that is precluded from becoming not a Subsidiary Guarantor has cash or deposits on account in excess of $[redacted] or the aggregate of such cash or deposits on account for all such Foreign Subsidiaries is in excess of $[redacted], Borrower shall cause such Foreign Subsidiary(s) to (x) immediately transfer all funds that exceed the amounts identified above to its direct or indirect parent that is a Subsidiary Guarantor or having all of its Equity Interests pledged as (y) become a result of such adverse tax consequencesSubsidiary Guarantor in the manner set forth in Section 8.12(a). Notwithstanding the foregoing, this Section 8.12(b)(ii) shall not apply to the extent Italian Account provided that the balance of assets in the Italian Account does not exceed $[redacted] (or the equivalent amount in another currency based upon the then current applicable Exchange Rate) or to the Escrow Account provided that the balance of assets in the Escrow Account does not exceed $[redacted] (or the equivalent amount in another currency based upon the then current applicable Exchange Rate). For certainty, all cash and deposits on accounts of any Foreign Subsidiary that is not a Subsidiary Guarantor which is not required to be transferred in accordance with part (x) above shall not be included in the calculation of Liquidity; and (iii) In addition to Section 8.12(b)(ii) above, while the Escrow Account exists the Borrower shall, within twenty (20) Business Days after receiving prior written notice from the Administrative Agent (which the Administrative Agent may provide in its sole discretion), cause any Foreign Subsidiary that is not already a Subsidiary Guarantor but which has cash or deposits on account from time to time to become a Subsidiary Guarantor in the manner set forth in Section 8.12(a), including for certainty providing all necessary security and control agreements, notwithstanding that such Foreign Subsidiary is would not otherwise be required to become a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary Guarantor pursuant to the Lenders to secure the Obligationsother terms of this Section 8.12.

Foreign Subsidiaries. Subject Except following the occurrence of a Collateral Release Event, the Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that (i) 66% of the voting Capital Stock of any First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) of any Obligor and (ii) so long as the pledge thereof could not have any adverse tax consequences for the Company, 100% of all other Capital Stock of such First-Tier Foreign Subsidiary of any Obligor shall be pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to the following sentenceSecurity and Pledge Agreement. Without limiting the generality of the foregoing, in the event thatthat the Company or any of its Domestic Subsidiaries that are Obligors shall form or acquire any new First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary to (except following the occurrence of a Collateral Release Event), comply with the requirements of this Section 6.09(b) promptly but in no event later than 45 days following the formation or acquisition of such Foreign Subsidiary, as such time period may be extended by the Administrative Agent in its sole discretion, and in that connection the Company or such Domestic Subsidiary, as the case may be, shall deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as the Administrative Agent shall have reasonably requested (such documents to be substantially consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date). Notwithstanding anything herein to the contrary; (A) if at any time, time either the aggregate tangible assets (determined based on the book value) of First-Tier Foreign Subsidiaries have, the shares of Capital Stock of which have not been pledged pursuant to the Security and Pledge Agreement exceed 5% of the aggregate tangible assets (determined based on the book value) of the Company or the revenues of First-Tier Foreign Subsidiaries the share of Capital Stock of which have not been pledged pursuant to the Security and Pledge Agreement exceeds 5% of the consolidated revenues of the Company (as determined (in the aggregate, (icase of assets) total revenues constituting 5% or more as of the total revenues end of Borrower and its Subsidiaries on a consolidated basis(in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to (ii) total assets constituting 5% or more except following the occurrence of a Collateral Release Event), pledge the total assets Capital Stock of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more such First-Tier Foreign Subsidiaries pursuant to this Section 6.09(b) so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of the financial statements of the Company for such fiscal quarter or fiscal year, as such time period may be extended by the Administrative Agent in its sole discretion, and (B) if at any time any First-Tier Foreign Subsidiary (the capital stock of which has not been pledged pursuant to the Security and Pledge Agreement) shall no longer be an Immaterial Foreign Subsidiary (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to (except following the occurrence of a Collateral Release Event), comply with the requirements of this Section 6.09(b) with respect to the Capital Stock of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the nonFirst-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Tier Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% promptly but in no event later than 45 days following the delivery of the total number financial statements of the Equity Interests of Company for such Foreign Subsidiary to fiscal quarter or fiscal year, as such time period may be extended by the Lenders to secure the ObligationsAdministrative Agent in its sole discretion.

Foreign Subsidiaries. Subject to the following sentence, in the event thatIf Borrower shall at any time consolidate -------------------- its and any of its Foreign Subsidiaries' financial statements for US tax-reporting purposes on a world-wide basis, at any timethe request of Agent, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries Subsidiary to become Subsidiary Guarantors execute and deliver to have their Equity Interests pledgedAgent (a) a Guaranty in form and substance reasonably satisfactory to Agent, each guarantying the Obligations under the other Loan Documents, and (b) Collateral Documents in the manner set forth in Section 8.12(a)form and substance reasonably satisfactory to Agent, granting to Agent a Lien over such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or Subsidiary's properties and assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligationseach case, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor such Guaranty or Collateral Document is not prohibited by the law of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all jurisdiction of its Equity Interests pledged as a result formation of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower and shall cause the pledge (or cause to be pledged) 65% of all of the total number of the Equity Interests Stock of such Foreign Subsidiary to the Lenders Agent to secure all of the Obligations. In making any request under the immediately preceding sentence, Agent shall, so long as no Default or Event of Default has occurred and is continuing, exercise reasonable credit judgment and take into consideration the costs associated therewith in relation to the value or importance of such Guaranty or Collateral Documents. The security interests required to be granted pursuant to this Section shall be valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens, except Permitted Encumbrances. The Collateral Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times, and such other actions shall be taken, as are required by law to establish, perfect, preserve and protect the Liens, in favor of Agent, required to be granted pursuant to such documents and all taxes, fees and other charges payable in connection therewith shall be paid in full by Borrower and such Foreign Subsidiary. At the time of the execution and delivery of the additional documents, Borrower shall cause to be delivered to Agent such opinions of counsel, mortgage policies, title surveys, real estate appraisals, certificates of title, stock certificates and other related documents as may be reasonably requested by Agent to assure itself that this Section has been complied with.

Foreign Subsidiaries. Subject The Company agrees that it shall, and shall cause each Subsidiary that owns any Capital Stock of a Foreign Subsidiary to (the following sentenceextent not restricted by law), pledge two-thirds of all issued and outstanding shares of each class of Capital Stock of each Foreign Subsidiary (or, in the event that, at any time, Foreign that the Company and its Subsidiaries haveown, in the aggregate, less than two-thirds of the issued and outstanding shares of any class of such Capital Stock, all of such issued and outstanding shares owned by the Company and its Subsidiaries) to the Agent as security for the payment and performance of the Obligations, each of which pledges shall be pursuant to a pledge and security agreement in form and substance satisfactory to the Agent (ithe "Foreign Stock Pledge Agreements"); provided, however, that neither the Company nor any of its Subsidiaries shall be required to pledge the Capital Stock of Foreign Subsidiaries which, in the aggregate, contribute less than 12.5% of the EBITDA of the Company and its Subsidiaries on a consolidated basis determined as of the most recent Calculation Day based on the Calculation Period then ended; provided, further, however, that if, for any subsequent Calculation Period, EBITDA of the Foreign Stock Subsidiaries whose Capital Stock is not pledged pursuant to this Section 2.19(b) total revenues constituting 5equals 12.5% or more of the total revenues EBITDA of Borrower the Company and its Subsidiaries on a consolidated basis, or the Company and its Subsidiaries shall promptly (iiand in any event within ten Business Days after such determination is initially made) total assets constituting 5% or more execute additional Foreign Stock Pledge Agreements which pledge the Capital Stock of additional Foreign Subsidiaries such that the EBITDA of the total assets Foreign Stock Subsidiaries whose Capital Stock is not pledged is less than 12.5% of Borrower the EBITDA of the Company and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more . Each of such pledges shall constitute a perfected, first priority Lien in all such Capital Stock of each Foreign Subsidiary. In addition to the foregoing and in connection with the Foreign Stock Pledge Agreements, the Company and its applicable Subsidiaries shall deliver to become Subsidiary Guarantors and to have their Equity Interests the Agent the original certificates evidencing all of the Capital Stock so pledged, each together with stock powers appropriately executed in the manner set forth blank or other instruments of transfer in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) form and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, substance satisfactory to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsAgent.

Foreign Subsidiaries. Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% Notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the Borrower or more any Domestic Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after notification), cause (A) the Borrower or the applicable Domestic Subsidiary to deliver to the Administrative Agent Collateral Documents pledging sixty-six percent (66%) of the total revenues outstanding Equity Interests of Borrower such new Foreign Subsidiary and its Subsidiaries on a consolidated basisconsent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the applicable Laws and practices of any relevant foreign jurisdiction) evidencing such pledged Equity Interests of such new Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (B) such Foreign Subsidiary to deliver to the Administrative Agent certified copies of such Foreign Subsidiary’s formation and governing documents and/or agreements and (C) such Foreign Subsidiary to deliver to the Administrative Agent such other documents (including, without limitation, favorable legal opinions) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (ii) total assets constituting 5% If: (A) any Foreign Subsidiary guarantees any Indebtedness of any Loan Party; or (B) if the Administrative Agent or more the Required Lenders provide written notice to the Borrower that there has been a change in the relevant sections of the total assets of Borrower and its Subsidiaries on a consolidated basisCode or the regulations, promptly (andrules, in any eventrulings, within 30 days after such time) notices or other official pronouncements issued or promulgated thereunder, at which time the Borrower shall cause one or more of such Foreign Subsidiaries seek an opinion from counsel (which shall be chosen by the Borrower and reasonably acceptable to become Subsidiary Guarantors and the Administrative Agent) that with respect to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no any Foreign Subsidiary shall be required to become that is not already a Subsidiary Guarantor, xxxxx x xxxx on any Loan Party that (1) a pledge of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge more than sixty-six percent (or cause to be pledged66%) 65% of the total number of the Equity Interests of such Foreign Subsidiary, (2) joining such Foreign Subsidiary to the Lenders Subsidiary Guaranty, and (3) the grant of a security interest in all Collateral owned by such Foreign Subsidiary would not cause the undistributed earnings of such Foreign Subsidiary as determined for United States Federal income tax purposes to secure be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for United States Federal income tax purposes, then, in either case (assuming that the Obligationslegal opinion referenced in Section 6.12(b)(ii)(B) is provided), the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the applicable Subsidiary Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Collateral Document or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each Collateral Document and (C) deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries. Subject to the following sentence, in (i) In the event that, at any time, Foreign Subsidiaries have, in the aggregate, (ix) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (iiy) total net assets constituting 5% or more of the total net assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower Obligors shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (ix) and (iiy) above. Notwithstanding the foregoing, ; provided that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided ; (ii) In the event that, if a at any time, any Foreign Subsidiary that is precluded from becoming not a Subsidiary Guarantor has cash or deposits on account in excess of $300,000 or the aggregate of such cash or deposits on account for all such Foreign Subsidiaries is in excess of $1,000,000, Borrower shall cause such Foreign Subsidiary(s) to (x) immediately transfer all funds that exceed the amounts identified above to its direct or indirect parent that is a Subsidiary Guarantor or having all of its Equity Interests pledged as (y) become a result of such adverse tax consequencesSubsidiary Guarantor in the manner set forth in Section 8.12(a). Notwithstanding the foregoing, this Section 8.12(b)(ii) shall not apply to the extent Italian Account provided that the balance of assets in the Italian Account does not exceed $2,000,000 (or the equivalent amount in another currency based upon the then current applicable Exchange Rate) or to the Escrow Account provided that the balance of assets in the Escrow Account does not exceed $1,000,000 (or the equivalent amount in another currency based upon the then current applicable Exchange Rate). For certainty, all cash and deposits on accounts of any Foreign Subsidiary that is not a Subsidiary Guarantor which is not required to be transferred in accordance with part (x) above shall not be included in the calculation of Liquidity; and (iii) In addition to Section 8.12(b)(ii) above, while the Escrow Account exists the Borrower shall, within twenty (20) Business Days after receiving prior written notice from the Administrative Agent (which the Administrative Agent may provide in its sole discretion), cause any Foreign Subsidiary that is not already a Subsidiary Guarantor but which has cash or deposits on account from time to time to become a Subsidiary Guarantor in the manner set forth in Section 8.12(a), including for certainty providing all necessary security and control agreements, notwithstanding that such Foreign Subsidiary is would not otherwise be required to become a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary Guarantor pursuant to the Lenders to secure the Obligationsother terms of this Section 8.12.

Foreign Subsidiaries. Subject The Company will take such action, and will cause each of its Domestic Subsidiaries to the following sentencetake such action, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, from time to time as shall be necessary to ensure that (i) total revenues constituting 566% or more of the total revenues voting Capital Stock of Borrower and its Subsidiaries on a consolidated basis, or any First-Tier Foreign Subsidiary (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such other than an Immaterial Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (iSubsidiary) and (ii) above. Notwithstanding so long as the foregoingpledge thereof could not have any adverse tax consequences for the Company, no 100% of all other Capital Stock of such Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to a Pledge Agreement. Without limiting the generality of the foregoing, in the event that the Company or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders Domestic Subsidiaries shall form or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a acquire any new First-Tier Foreign Subsidiary is precluded from becoming a (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary Guarantor to, comply with the requirements of this Section 6.09(b) promptly but in no event later than 45 days following the formation or having all of its Equity Interests pledged as a result acquisition of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower and in that connection the Company or such Domestic Subsidiary, as the case may be, shall pledge deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have requested. Notwithstanding anything herein to the contrary; (A) if at any time the aggregate assets or revenues of First-Tier Foreign Subsidiaries the shares of Capital Stock of which have not been pledged pursuant to this Agreement exceed $20,000,000 (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary to, pledge the Capital Stock of one or more such First-Tier Foreign Subsidiaries pursuant to be pledgedthis Section 6.09(b) 65% so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of the total number financial statements of the Equity Interests Company for such fiscal quarter or fiscal year and (B) if at any time any First-Tier Foreign Subsidiary (the capital stock of which has not been pledged pursuant to this Agreement) shall no longer be an Immaterial Foreign Subsidiary (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary to, comply with the requirements of this Section 6.09(b) with respect to the Capital Stock of such First-Tier Foreign Subsidiary to Subsidiary, promptly but in no event later than 45 days following the Lenders to secure delivery of the Obligationsfinancial statements of the Company for such fiscal quarter or fiscal year.

Foreign Subsidiaries. (i) Subject to the following sentenceSection 8.12(c), in the event that, at any time, Foreign Subsidiaries who are not Subsidiary Guarantors have, in the aggregate, (i) total revenues constituting 515% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 515% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 thirty (30) days after such timetime (or such longer time as consented to by the Majority Lenders in writing)) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding ; provided however that notwithstanding the foregoing, any Foreign Subsidiary that individually generates revenue constituting 10% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or individually owns total assets constituting 10% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis shall be required to become a Subsidiary Guarantor in the manner set forth in Section 8.12(a); provided further that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that. For the avoidance of doubt, if revenues and assets of Foreign Subsidiaries considered in the calculation of the preceding thresholds shall not include intercompany revenues and assets that are eliminated in consolidation. For the purposes of this section, the determination of whether a “material adverse tax consequence” shall be deemed to result from such Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor shall be made by the Majority Lenders in their sole reasonable discretion, following consultation with Borrower, taking into consideration and weighing, among others, the following relevant factors: (i) the magnitude of an increase in Borrower’s tax liability or having all of its Equity Interests pledged a reduction in Borrower’s net operating loss carryforward, taken as a result whole; (ii) the amount of such adverse tax consequences, to the extent that revenues generated by or assets accumulated at such Foreign Subsidiary compared with those generated by or accumulated at the Obligors; (iii) whether the Loans are over- or under-collateralized; (iv) the financial performance of the Borrower and its Subsidiaries, taken as a whole, and the Obligors’ ability to perform the Obligations at such time; and (v) the cost to the Borrower and its Subsidiaries balanced against the practical benefit to the Lenders. (ii) Subject to Section 8.12(c), Borrower shall grant a perfected first priority security interest and Lien in 65% of the voting stock of all First-Tier Foreign Subsidiaries in favor of the Lenders as Collateral for the Obligations. Without limiting the generality of the foregoing, in the event that Borrower shall form or acquire any new Subsidiary that is a “first tier” First-Tier Foreign Subsidiary, Borrower shall pledge will promptly and in any event within thirty (30)days of the formation or acquisition of such Subsidiary (or cause such longer time as consented to be pledgedby the Majority Lenders in writing) grant a perfected first priority security interest and Lien in 65% of the total number voting stock of such Subsidiary in favor of the Equity Interests Lenders as Collateral for the Obligations, including entering into any necessary US law security documents and delivery of certificated securities issued by such First-Tier Foreign Subsidiary. Notwithstanding anything else contained in this Section 8.12(b)(ii), the Lenders shall not require any foreign law documents to perfect, register or otherwise document a security interest in the voting stock of any Foreign Subsidiary in a jurisdiction outside the United States unless either (1) such Foreign Subsidiary has assets or revenues representing more than the greater of (A) $3,000,000 or (B) 5% of Borrower’s total consolidated assets or revenues (subject to the reimbursement limitations described in Section 8.12(c)), or (2) the Lenders bear all legal and filing costs, fees, expenses and other amounts relating to such perfection, registration or documentation of such security interest in the voting stock of such Foreign Subsidiary to the Lenders to secure the Obligationsin such foreign jurisdiction.

Foreign Subsidiaries. Subject (a) No Credit Party shall at any time (x) provide any guaranty of any Indebtedness of any of the Singapore Subsidiaries or the European Subsidiaries, (y) be directly or indirectly liable for any Indebtedness of any of the Singapore Subsidiaries or the European Subsidiaries or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of any of the Singapore Subsidiaries or the European Subsidiaries. Notwithstanding any of the foregoing to the following sentencecontrary, a Credit Party may guaranty the Indebtedness securing lease agreements of I-STT listed on Schedule 6.1, provided that the face amount of such Indebtedness is not increased above the amounts set forth on Schedule 6.1. (b) Company shall not create or suffer to exist any additional Foreign Subsidiary that was not in existence on the event that, at any time, Foreign Subsidiaries have, in the aggregate, Second Amendment Effective Date other (i) total revenues constituting 5% or more of than the total revenues of Borrower Singapore Subsidiaries and its other Foreign Subsidiaries on a consolidated basisacquired pursuant to the Recapitalization Transactions, or (ii) total assets constituting 5% or more Foreign Subsidiaries acquired in connection with Permitted Acquisitions, and (iii) Foreign Subsidiaries organized in a manner reasonably satisfactory in order to facilitate any reorganization of Pihana’s Foreign Subsidiaries; provided, that with respect to Foreign Subsidiaries created pursuant to (ii) and (iii) above, simultaneous with the creation of such Foreign Subsidiaries, Company shall deliver all documents and make all filings necessary and on terms and conditions satisfactory to the Collateral Agent in order to provide to the Collateral Agent for the benefit of the total Lenders a First Priority Lien on all of the assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), order for such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in to provide a Guaranty of the aggregate Obligations. (c) Notwithstanding any of the foregoing to the contrary, Company shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on not permit any of its assets in favor Singapore Subsidiaries to hold at any time an amount of Cash and Cash Equivalents greater than the Lenders, or shall have its Equity Interests pledged to secure the Obligations, amount equal to the extent amount necessary to fund capital expenditures permitted pursuant to Section 6.8(b) for the current Fiscal Quarter (without giving effect to the reduction for expenditures to fund “Operating Cash Flow” pursuant to Section 6.8(b)(i)) plus $50,000, (such amount, the “Permitted Cash Amount”); provided, that becoming a Subsidiary Guarantorthe aggregate amount of Cash and Cash Equivalents at Company’s Singapore Subsidiaries may exceed the Permitted Cash Amount, granting a lien on any if Borrower prepays or has prepaid the Loans pursuant to Section 2.12(i) in an amount equal to the difference between the aggregate amount of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower Cash and its Cash Equivalents at Company’s Singapore Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to minus the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsPermitted Cash Amount.

Foreign Subsidiaries. Subject Notwithstanding the foregoing, the Company may at any time and from time to time designate (in a written notice to the following sentenceAdministrative Agent) one or more Foreign Subsidiaries that are Restricted Subsidiaries as "Non-Guarantor Restricted Foreign Subsidiaries" hereunder, provided that (i) the aggregate EBITDA attributable to such Subsidiaries represents in the event thataggregate no more than 5% of the aggregate EBITDA of the Company and its Restricted Subsidiaries and (ii) the free cash flow of such Subsidiaries has been distributed, or is available for distribution, to the Company at its election at any time, . No Subsidiary designated as a Non-Guarantor Restricted Foreign Subsidiaries have, Subsidiary in compliance with the aggregate, (i) total revenues constituting 5% or more requirements of the total revenues of Borrower and its Subsidiaries on a consolidated basispreceding sentence shall be required to execute, deliver or (ii) total assets constituting 5% or more of take the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner actions set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i6.10(a) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, except to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiaryguarantor in respect of any Senior Subordinated Notes, Borrower shall pledge New Senior Subordinated Notes or New Senior Notes (or cause to be pledged) 65% in respect of the total number of the Equity Interests of any Refunding Indebtedness), in which case such Foreign Subsidiary shall automatically cease to be a "Non-Guarantor Restricted Foreign Subsidiary" hereunder. For purposes hereof, the Company hereby designates Canadian TODS Limited, a Nova Scotia corporation, Xxxxx Transit Advertising Canada, Ltd., a British Columbia corporation and Xxxxx Canadian Outdoor Company, a Nova Scotia corporation, as Non-Guarantor Restricted Foreign Subsidiaries hereunder. Credit Agreement -83- In the event that the Company shall at any time fail to comply with the requirements of clauses (i) and (ii) of the first sentence of the preceding paragraph, the Company will (in a written notice to the Lenders Administrative Agent) terminate the designation of one or more Foreign Subsidiaries as Non-Guarantor Restricted Foreign Subsidiaries hereunder to secure the Obligationsextent necessary so that the Company shall be in compliance with the provisions of such clauses.