Common use of Future Subsidiaries Clause in Contracts

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Cause: (a) each Subsidiary of any Grantor hereafter creates Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or acquires any Subsidiarychange in status thereof, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if a Joinder Agreement, pursuant to which such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become shall be made a party to this Agreement as an additional “Grantor” hereundera Borrower, (ii) deliver a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent updated Schedules may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, an updated Schedule IV to reflect at the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty reasonable request of the Obligations Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first‑priority Lien (subject to Permitted Liens) in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to for the Collateral Agent the stock certificates representing all benefit of the Capital Stock Agents and the Lenders, in 65% of the voting Equity Interests of such Subsidiary, along with undated stock powers for each Foreign Subsidiary and 100% of all other Equity Interests of such certificates, executed Foreign Subsidiary owned by such Obligor but in blank (or, if no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockLoan Documents.

Future Subsidiaries. If Contemporaneously with, but in any Grantor hereafter creates event within five (5) Business Days following (or acquires at such later date as may be agreed to by Administrative Agent in writing in its discretion) (x) any Person’s becoming a direct or indirect Subsidiary of any Credit Party, including by any Division, or (y) any Immaterial Subsidiary no longer constituting an Immaterial Subsidiary, simultaneously provide Administrative Agent with the creation or acquisition of such Subsidiarywritten notice thereof and: (a) with respect to all Subsidiaries (other than Excluded Subsidiaries), such Grantor shall (i) if cause such Subsidiary is to execute and deliver to Administrative Agent a Domestic SubsidiaryJoinder Agreement, cause causing such Subsidiary to become a party to this Agreement, as a joint and several “Borrower” or other “Credit Party” as the case may be, and a party to a Security Agreement granting a first priority Lien upon its Collateral, subject to Permitted Liens, to secure payment of all Obligations pursuant thereto; (b) cause each Subsidiary that is added as an additional “Grantor” a Borrower to execute and deliver to Administrative Agent one or more Notes in favor of one or more of the Lenders, evidencing the Debts owing to them hereunder, if so requested by such Lenders; (c) cause each Subsidiary that is added as a Credit Party hereto (other than as a Borrower) to execute and deliver to Administrative Agent a Guaranty of all Obligations and a Security Agreement granting a first priority Lien upon its Collateral, subject to Permitted Liens, to secure payment of all Obligations; (d)(i) with respect to all such Subsidiaries (other than Excluded Subsidiaries), pledge or cause to be pledged one hundred percent (100%) of the Equity Interests of such Subsidiary to Administrative Agent for the benefit of the Secured Parties pursuant to a Security Document or (ii) with respect to Foreign Subsidiaries or FSHCOs, if the Equity Interests of such Foreign Subsidiary and FSHCOs are owned by a Credit Party, pledge or cause to be pledged sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary or FSHCOs to Administrative Agent for the benefit of the Secured Parties pursuant to a Security Document, and, in each case, deliver or cause to be delivered the Collateral original certificate(s) evidencing such Equity Interests (if any) and the related undated stock powers executed in blank to Administrative Agent updated Schedules to this or its bailee for perfection; and (e) deliver such other documentation as Administrative Agent may reasonably request in connection with the foregoing, including appropriate Financing Statements, Article 9 Control Agreements, Third Party Agreements in accordance with Section 9.12(e) or Section 11(d)(ii) of the Security Agreement, evidence of insurance as appropriate (includingrequired by this Agreement or the other Loan Documents, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute certified resolutions and deliver a guaranty of the Obligations in favor of the Collateral Agent in form other organizational and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock authorizing documents of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares and upon the reasonable request of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Administrative Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such favorable opinions of counsel to such Subsidiary (which shall cover, among other things, to the extent customary, the legality, validity, binding effect and other documents as enforceability of the Collateral Agent shall request with respect theretodocumentation referred to above and the attachment and perfection of security interests granted thereunder), all in form, content, and scope satisfactory to Administrative Agent; provided, however, that no Grantor (x) nothing in this Section 9.17 shall authorize any Credit Party or any Subsidiary to consummate any Acquisition or form any Subsidiary, except in conformity with Section 10.7; (y) any document, agreement, or instrument executed or issued pursuant to this Section 9.17 shall be required a “Loan Document” for purposes of this Agreement; and (z) unless otherwise agreed to pledge by Administrative Agent in its Permitted Discretion, none of the Property of any Excluded Collateral. Each Grantor hereby authorizes such Subsidiary that becomes a “Borrower” shall be included in the Collateral calculation of the Borrowing Base unless and until Administrative Agent to attach shall have (1) conducted a field examination (with each such updated Schedules to field examination being at such Subsidiaries’ sole cost and expense and in excess of any other field examination or appraisal otherwise permitted by this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered or the other Loan Documents to be charged to the Collateral Credit Parties) and found the results thereof satisfactory, (2) received a revised Borrowing Base Certificate (and all supporting documentation and reports) giving effect to such Property and its inclusion in such calculation, and (3) established such Reserves in connection therewith as Administrative Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, require in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockPermitted Discretion.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Regional shall promptly notify Agent (for distribution to the Lenders) upon any Grantor hereafter creates Person becoming a Subsidiary and, on or acquires any Subsidiarybefore the earliest to occur of the date such Subsidiary either commences operations or originates its first Contract, simultaneously with shall cause such Person to become a Borrower hereunder or to guaranty the creation or acquisition Obligations in a manner reasonably satisfactory to Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (on behalf of the Lenders) on all assets (other than Excluded Property) of such SubsidiaryPerson, including (x) delivery of such Grantor legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate, (y) (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver upon the request of any Lender made prior to the Collateral Agent updated Schedules applicable joinder, Borrowers shall have provided to this Agreementsuch Lender, as appropriate (and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, an updated Schedule IV the U.S. PATRIOT Act, in each case at least 3 Business Days prior to reflect the grant by date of such Grantor joinder; and (ii) at least 10 days prior to the date of a Lien on all Pledged Equity now such joinder (or hereafter owned by such Grantorshorter period as Agent may agree), any Borrower (iiiincluding any entity to be joined as a Borrower) if that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Subsidiary is Borrower, and (z) execution and delivery of any amendments or supplements to the Loan Documents (and any additional documents), including any schedules or other attachments thereto, reasonably necessary for such Person be joined as a Domestic SubsidiaryBorrowers or, cause such Subsidiary as applicable, Guarantors under the Loan Documents (including, upon Agent’s request from time to duly execute and deliver time, a guaranty of joinder to the Obligations Intercreditor Agreement), in favor of the Collateral Agent each case in form and substance acceptable to the Collateral Agent, required by Agent in its Permitted Discretion (iv) deliver to the Collateral and Agent the stock certificates representing all is hereby authorized on behalf of the Capital Stock of Lenders to enter into such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation documents and evidence reasonably satisfactory to accept the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 same on behalf of the Code or any other similar or local or foreign law that may be applicableLenders), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor the foregoing provisions shall not apply with respect to a Subsidiary that is a Special Purpose Subsidiary formed to consummate a Permitted Facility pursuant to Section 8.18 (and such Special Purpose Subsidiary shall not be required to pledge be a Borrower or Guarantor under the Loan Documents), but Regional shall nonetheless promptly notify Agent upon any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by Person becoming a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockSubsidiary.

Future Subsidiaries. If any Grantor Borrower hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “GrantorBorrower” hereunder, (ii) deliver to the Collateral Agent Lender updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor Borrower of a Lien on all Pledged Equity now or hereafter owned by such GrantorBorrower), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent Lender in form and substance acceptable to the Collateral AgentLender, (iv) deliver to the Collateral Agent Lender the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent Lender that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral AgentLender, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral AgentLender, in form and substance acceptable to the Collateral AgentLender, such opinions of counsel and other documents as the Collateral Agent Lender shall request with respect thereto; provided, however, that no Grantor Borrower shall not be required to pledge any Excluded Collateral. Each Grantor Borrower hereby authorizes the Collateral Agent Lender to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent Lender shall for all purposes hereunder be considered Collateral. The Grantors agree Borrower agrees that the pledge of the shares of Capital Stock acquired by Borrower of a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor Borrower in favor of the Collateral AgentLender, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent Lender may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation of such Subsidiary or within 3 Business Days of the acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent Secured Party updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent Secured Party in form and substance acceptable to the Collateral AgentSecured Party, (iv) deliver to the Collateral Agent Secured Party the stock certificates representing all or 65%, as applicable, of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent Secured Party that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral AgentSecured Party, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral AgentSecured Party, in form and substance acceptable to the Collateral AgentSecured Party, such opinions of counsel and other documents as the Collateral Agent Secured Party shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent Secured Party to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent Secured Party shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral AgentSecured Party, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent Secured Party may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If At any Grantor hereafter creates time and from time to time when any Loan Party proposes to form or acquires acquire (including by virtue of any statutory division of Parent, Holdings or any Subsidiary of Parent or Holdings) any Subsidiary subsequent to the Closing Date, the Borrower shall give written notice thereof to the Agent reasonably in advance of (and in no event less than thirty (30) days prior to) the formation or acquisition of such Subsidiary. Prior to, simultaneously with or concurrently with, the creation formation or acquisition of such Subsidiary, the Borrower shall provide the Agent with true and complete copies of the Organic Documents of such Grantor Subsidiary and a written notice (along with a written update of Schedule 3.02 of the Disclosure Schedules to reflect the same) stating, with respect to such Subsidiary, (a) its proper legal name, (b) its jurisdiction of incorporation or formation, (c) the jurisdictions (if any) in which it is qualified or is required to be qualified to do business as a foreign entity, (d) the number of shares of stock or equity interests outstanding, and (e) the record owners of such outstanding stock or other equity interests. The Loan Parties shall cause such new Subsidiary (other than any Subsidiary permitted to be an Excluded Subsidiary in accordance with this Agreement) to, concurrently with the formation or acquisition of such new Subsidiary, and subject to the provisions of Section 5.11 with respect to Foreign Subsidiaries, execute and deliver (i) if a joinder to the Loan Party Guaranty as a guarantor thereunder (and/or such Subsidiary is a Domestic Subsidiary, cause such Subsidiary other guaranty of all of the Obligations required by the Agent) in form and substance reasonably satisfactory to become a party to this Agreement as an additional “Grantor” hereunderthe Agent, (ii) deliver a joinder to the Collateral Agent updated Schedules Agreement (and/or such other Security Documents required by the Agent) as a grantor thereunder (along with a completed perfection certificate) in form and substance reasonably satisfactory to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)Agent, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary joinder to duly execute and deliver the Intercompany Subordination Agreement as a guaranty of the Obligations in favor of the Collateral Agent Subordinated Creditor in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (viv) duly execute and/or cause to be delivered to the Collateral other Security Documents and Loan Documents as required by Agent, all of which must be in form and substance acceptable reasonably satisfactory to the Collateral Agent, such Agent and to the extent required by the Agent must be accompanied by legal opinions of counsel and other documents as in form and substance reasonably satisfactory to the Collateral Agent Agent. Notwithstanding the foregoing, this Section 5.10 shall request with respect thereto; provided, however, that no Grantor shall be required to pledge not limit any Excluded Collateral. Each Grantor hereby authorizes of the Collateral Agent to attach such updated Schedules to other provisions of this Agreement and agrees or of any other Loan Document that all Pledged Equity listed on restrict the Loan Parties from forming or otherwise acquiring any updated Schedule delivered Subsidiary. Notwithstanding anything in the foregoing to the Collateral Agent contrary, Parent shall for actively cause, using commercially reasonable efforts, and shall cause all purposes hereunder be considered Collateral. The Grantors agree that the pledge members of the shares Operating Group that are not direct or indirect Subsidiaries of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor Holdings as of the Collateral AgentClosing Date to actively, which pledge agreements will provide for the pledge using commercially reasonable efforts, to become Wholly-Owned Subsidiaries of such shares Holdings (or of Capital Stock in accordance with the laws another Wholly-Owned Subsidiary of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockHoldings).

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary (other than an Excluded Subsidiary), simultaneously with within thirty (30) days following the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections Section 8-313, 8-321 and 9-115 106 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall reasonably request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of a Foreign Subsidiary (other than an Excluded Subsidiary) may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If At any Grantor hereafter creates time and from time to time when any Loan Party proposes to form or acquires acquire any Subsidiary subsequent to the Closing Date, the Borrower shall give written notice thereof to the Agent reasonably in advance of (and in no event less than thirty (30) days prior to) the formation or acquisition of such Subsidiary. Prior to, simultaneously with or concurrently with, the creation formation or acquisition of such Subsidiary, the Borrower shall provide the Agent with true and complete copies of the Organic Documents of such Grantor Subsidiary and a written notice stating, with respect to such Subsidiary, (a) its proper legal name, (b) its jurisdiction of incorporation or formation, (c) the jurisdictions (if any) in which it is qualified or is required to be qualified to do business as a foreign entity, (d) the number of shares of Capital Stock and (e) the record owners of such outstanding Capital Stock. The Borrower shall cause such new Subsidiary to, contemporaneously with the formation or acquisition of such new Subsidiary execute and deliver (i) if a joinder to the Loan Party Guaranty as a guarantor thereunder (and/or such Subsidiary is a Domestic Subsidiary, cause such Subsidiary other guaranty of all of the Obligations required by the Agent) in form and substance satisfactory to become a party to this Agreement as an additional “Grantor” hereunderthe Agent in the Agent’s Discretion, (ii) deliver a joinder to the Collateral Agreement (and/or such other Security Documents required by the Agent) as a grantor thereunder (with completed perfection certificate) in form and substance satisfactory to the Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect in the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)Agent’s Discretion, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary joinder to duly execute and deliver the Intercompany Subordination Agreement as a guaranty of the Obligations in favor of the Collateral Agent Subordinated Creditor in form and substance acceptable satisfactory to the Collateral Agent in the Agent’s Discretion, and (iv) deliver to other Security Documents and Loan Documents as required by Agent in the Collateral Agent the stock certificates representing Agent’s Discretion, all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may which must be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable satisfactory to the Collateral Agent in the Agent, such ’s Discretion and to the extent required by the Agent must be accompanied by legal opinions of counsel and other documents as in form and substance satisfactory to the Collateral Agent in the Agent’s Discretion. Notwithstanding the foregoing, this Section 5.10 shall request with respect thereto; provided, however, that no Grantor shall be required to pledge not limit any Excluded Collateral. Each Grantor hereby authorizes of the Collateral Agent to attach such updated Schedules to other provisions of this Agreement and agrees or of any other Loan Document that all Pledged Equity listed on restrict the Loan Parties from forming or otherwise acquiring any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockSubsidiary.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) if such Subsidiary is a (a) Domestic Subsidiary, deliver to the Collateral Agent the stock certificates representing all all, and (b) so long as permitted by applicable law, Foreign Subsidiary, deliver to the Collateral Agent the stock certificates representing 65%, of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockStock other than Excluded Collateral.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Significant Subsidiary and a Domestic Subsidiary, cause such Significant Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Significant Subsidiary and a Domestic Subsidiary, cause such Significant Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at At any time and from time to timetime when the Borrower or any of its Domestic Subsidiaries proposes to form or acquire any Domestic Subsidiary subsequent to the Closing Date, the Borrower shall give written notice thereof to the Lender reasonably in its sole discretionadvance of (and in no event less than fifteen (15) days prior to) the formation or acquisition of such Domestic Subsidiary, take actions in such foreign jurisdictions that will result in the perfection accompanied by true and complete copies of the Lien created Organic Documents of such Domestic Subsidiary and stating, with respect to such Domestic Subsidiary, (a) its proper legal name, (b) its jurisdiction of incorporation or formation, (c) the jurisdictions (if any) in such which it is qualified or is required to be qualified to do business as a foreign entity, (d) the number of shares of Capital Stockcapital stock, equity securities or ownership interests outstanding, and (e) the record owners of such outstanding capital stock, equity securities or other ownership interests; and contemporaneously with the formation or acquisition of such new Domestic Subsidiary, such new Domestic Subsidiary shall be deemed to have made and joined in all of the representations and warranties made by the Borrower in this Agreement and the other Loan Documents (all of which shall be applicable to such new Domestic Subsidiary as if named therein), and the Borrower shall cause such new Domestic Subsidiary to execute and deliver to the Lender (i) a Guaranty Agreement in form and substance reasonably satisfactory to the Lender (or a joinder agreement with respect to the existing Guaranty Agreement in form and substance reasonably satisfactory to the Lender), and (ii) a Collateral Agreement (with completed perfection certificate and other appropriate Security Documents) in substantially the form of the Collateral Agreement as then in effect (or a joinder agreement with respect to the existing Collateral Agreement in form and substance reasonably satisfactory to the Lender) and other Security Documents as reasonably requested by the Lender.

Future Subsidiaries. If Promptly notify Agent upon any Grantor hereafter creates Person becoming a Material Subsidiary and, if such Person is or acquires any Subsidiarybecomes a Material Subsidiary after the Closing Date, simultaneously cause it to become a Guarantor hereunder, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person that would constitute Collateral at such time, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate. The Borrowers may elect, with the creation or acquisition written consent of such Subsidiarythe Agent (which consent shall not be unreasonably withheld), such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, to cause such any Material Subsidiary to become a party Borrower hereunder (as opposed to a Guarantor) by executing a joinder to this Agreement in form and substance satisfactory to Agent and causing such Material Subsidiary to execute and deliver such documents, instruments and agreements and to take such other actions as an additional “Grantor” hereunderAgent shall reasonably require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Material Subsidiary that would constitute Collateral at such time, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by delivery of such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)legal opinions, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute appraisals and deliver a guaranty of the Obligations in favor of the Collateral Agent filed examinations in form and substance acceptable satisfactory to the Collateral Agent, (iv) deliver to as it shall deem appropriate. It is understood and agreed that the Collateral assets of a new Borrower shall not be eligible for advances until Agent has competed its due diligence on such assets and the stock certificates representing all of the Capital Stock of such Subsidiary, along new Borrower with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably results satisfactory to the Collateral Agent that and has advised the security interest new Borrower in such uncertificated securities has been transferred to and perfected by the Collateral writing of Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock’s credit approval.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, from and after the date of the initial Credit Extension, either a direct or acquires indirect Subsidiary of any Loan Party, or upon any Loan Party acquiring additional Equity Interests of any existing Subsidiary, simultaneously with AMRC shall notify the creation or acquisition Administrative Agent of such transaction and in each case, to the extent such actions are permitted by applicable Law and, in the case of any guaranty or security provided under the Laws of any country other than the United States, only to the extent the Administrative Agent reasonably determines that the value to the Lender Parties of requiring AMRC to take, or cause to be taken, such actions outweighs the cost and burden for AMRC to do so: (a) such Person shall, if it is not an Excluded Foreign Subsidiary, such Grantor shall (i) within five Business Days (or such longer period as the Administrative Agent may consent to in its sole discretion) of the consummation of each such transaction, become (if not already a party thereto) a party to the Guaranty, the Pledge Agreement and the Security Agreement in a manner contemplated in each such Subsidiary Loan Document and (ii) with respect to any such Person that is a Domestic Subsidiary, cause within 30 days (or such longer period as the Administrative Agent may consent to in its sole discretion) of the consummation of each such transaction, if it maintains any Deposit Accounts, enter into a Deposit Account Control Agreement with a Deposit Account Bank (subject to the limitations set forth in Section 7.2.16); (b) each applicable Loan Party and each such Subsidiary to become a party to this Agreement as that is not an additional “Grantor” hereunderExcluded Foreign Subsidiary shall, (ii) deliver pursuant to the Collateral Agent updated Schedules to this Pledge Agreement, pledge to the Administrative Agent: (i) within five Business Days (or such longer period as appropriate (including, without limitation, an updated Schedule IV the Administrative Agent may consent to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iiiin its sole discretion) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor consummation of the Collateral Agent in form and substance acceptable to the Collateral Agenteach such transaction, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock outstanding Equity Interests of such Subsidiary owned directly by it (but, in the case of an Excluded Foreign Subsidiary, not more than 66% of the voting Equity Interests of such Excluded Foreign Subsidiary shall be so pledged), along with undated stock or other powers for each such certificates, executed in blank (or, if any such shares of Capital Stock Equity Interests are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities Equity Interests has been transferred granted to and perfected by the Collateral Agent, Administrative Agent in accordance with Sections 8-313, 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that United States Law which may be applicable); and (ii) within five Business Days (or such longer period as the Administrative Agent may consent to in its sole discretion) of the consummation of each such transaction, and all notes evidencing intercompany Indebtedness in favor of each such Subsidiary (v) duly execute and/or cause to be delivered to the Collateral Agentextent required in the Pledge Agreement), as the case may be; (c) within 30 days (or such longer period as the Administrative Agent may consent to in form and substance its sole discretion) of the consummation of each such transaction, the Administrative Agent shall have received from each such Subsidiary that is not an Excluded Foreign Subsidiary copies of U.C.C. search reports certified by a party reasonably acceptable to the Collateral Administrative Agent, dated a date reasonably near (but prior to) the date of any such opinions Person becoming a direct or indirect Subsidiary of counsel Holdings, listing all effective financing statements, tax liens and other documents judgment liens which name such Person as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall debtor and which are filed in the United States jurisdictions in which filings are to be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules made pursuant to this Agreement and agrees that all Pledged Equity listed on the other Loan Documents, and in each jurisdiction (if any) in the United States where each such Subsidiary has its principal place of business or owns any updated Schedule delivered to the Collateral Agent Real Property Asset, together with copies of such financing statements (none of which (other than Liens permitted under this Agreement) shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge cover any of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary Collateral); (d) within 30 days (or such longer period as the Administrative Agent may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect consent to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection ) of the Lien created consummation of each such transaction, the Administrative Agent shall have received from each such Subsidiary that is not an Excluded Foreign Subsidiary, acknowledgment copies of properly filed U.C.C.-1 financing statements or such other evidence of filing or delivery for filing as may be acceptable to the Administrative Agent, naming each such Subsidiary as the debtor and the Administrative Agent as the secured party, filed under relevant jurisdictions comprising the United States as may be necessary or reasonably requested of the Administrative Agent to perfect the first priority security interest of the Administrative Agent on the assets of such Subsidiary that is subject to the Security Agreement (including, with respect to any Intellectual Property Collateral, appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and with respect to assets located on leased property, subject to Section 7.2.17, a Landlord Waiver or Bailee Waiver, as the case may be); and (e) within 30 days (or such longer period as the Administrative Agent may consent to in its sole discretion) of the consummation of each such shares transaction, the Administrative Agent shall have received from each such Subsidiary that is not an Excluded Foreign Subsidiary and that owns in fee interest any Real Property Asset, those items referred to in Section 5.1.20 requested by the Administrative Agent with respect to each such Real Property Asset, other than with respect to any Real Property Asset permitted to be encumbered pursuant to clause (b), (c), (j) or (s) of Capital StockSection 7.2.3. The foregoing shall be accompanied with other documentary evidence, requested by the Administrative Agent, reasonably satisfactory to the Administrative Agent that evidences the foregoing, including copies of the resolutions of the Board of Directors (or equivalent body) of such Subsidiary authorizing the relevant transactions, copies of such Subsidiary’s Organizational Documents, incumbency certificates of such Subsidiary, certificates as to compliance by such Subsidiary with the requirements of this Section, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.1.4.

Future Subsidiaries. If Within thirty (30) days following (or at such later date as may be agreed to by Administrative Agent in writing in its discretion) any Grantor hereafter creates Person becoming a direct or acquires indirect Subsidiary of any Credit Party, including by any Division (or, with respect to any existing Subsidiary that is an Immaterial Subsidiary, simultaneously with the creation within thirty (30) days (or acquisition such longer period of such Subsidiary, such Grantor shall (itime as is agreed to by Administrative Agent in writing in its discretion) if after such Subsidiary is a Domestic ceases to be an Immaterial Subsidiary), provide Administrative Agent with written notice thereof and (a) with respect to all Subsidiaries (other than Foreign Subsidiaries, Foreign Subsidiary Holdcos and Immaterial Subsidiaries), cause such Subsidiary to execute and deliver to Administrative Agent a Joinder Agreement, causing such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate a joint and several “Borrower” (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiarywholly-owned Subsidiary of a Borrower) or other “Credit Party” (if otherwise), as the case may be, and a party to a Security Agreement granting a first priority Lien upon its Collateral, subject to Permitted Liens, to secure payment of all Obligations pursuant thereto; (b) cause each Subsidiary that is added as a Borrower to execute and deliver to Administrative Agent one or more Notes in favor of one or more of the Lenders, evidencing the Debts owing to them hereunder, if so requested by such Lenders; (c) cause each Subsidiary that is added as a Credit Party hereto (other than as a Borrower) to execute and deliver to Administrative Agent a Guaranty of all Obligations and a Security Agreement granting a first priority Lien upon its Collateral, subject to Permitted Liens, to secure payment of all Obligations; (d) (i) with respect to all such Subsidiaries (other than Foreign Subsidiaries and Foreign Subsidiary Holdcos), pledge or cause to be pledged one hundred percent (100%) of the Equity Interests of such Subsidiary to duly execute and deliver a guaranty Administrative Agent for the benefit of the Obligations Secured Parties pursuant to a Security Document and (ii) with respect to Foreign Subsidiaries and Foreign Subsidiary Holdcos, if the Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holdco, as applicable, are owned by a Credit Party, pledge or cause to be pledged sixty-five percent (65%) (or such greater percentage to the extent requested by Administrative Agent and the pledge thereof would not result in favor material and adverse tax consequences to any Credit Party or their Affiliates pursuant to the Code) of the Collateral Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holdco, as applicable, to Administrative Agent for the benefit of the Secured Parties pursuant to a Security Document, and, in form each case, deliver or cause to be delivered the original certificate(s) evidencing such Equity Interests (if any) and substance acceptable to the Collateral Agent, related undated stock powers executed in blank; and (ive) deliver to such other documentation as Administrative Agent may request in connection with the Collateral Agent foregoing, including appropriate Financing Statements, Article 9 Control Agreements, Third Party Claimant Agreements, Mortgages, evidence of insurance as required by this Agreement or the stock certificates representing all of the Capital Stock other Loan Documents, certified resolutions and other organizational and authorizing documents of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares and upon the request of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Administrative Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such favorable opinions of counsel to such Subsidiary (that shall cover, among other things, the legality, validity, binding effect and other documents as enforceability of the Collateral Agent shall request with respect theretodocumentation referred to above and the attachment and perfection of security interests granted thereunder), all in form, content, and scope satisfactory to Administrative Agent; provided, however, that no Grantor (x) nothing in this Section 8.14 shall authorize any Credit Party or any Subsidiary to consummate any Acquisition or form any Subsidiary, except in conformity with Section 9.7(e); (y) any document, agreement, or instrument executed or issued pursuant to this Section 8.14 shall be required a “Loan Document” for purposes of this Agreement; and (z) unless otherwise agreed to pledge by Administrative Agent in its discretion, none of the Property of any Excluded Collateral. Each Grantor hereby authorizes such Subsidiary that becomes a “Borrower” shall be included in the Collateral calculation of the Borrowing Base unless and until Administrative Agent to attach shall have (1) conducted a field examination and, if applicable, obtained a Qualified Appraisal of such updated Schedules to Property (with each such field examination and appraisal being at such Subsidiaries’ sole cost and expense and in excess of any other field examination or appraisal otherwise permitted by this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered or the other Loan Documents to be charged to the Collateral Credit Parties) and found the results thereof satisfactory, (2) received a revised Borrowing Base Certificate (and all supporting documentation and reports) giving effect to such Property and its inclusion in such calculation, and (3) established such Reserves in connection therewith as Administrative Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockrequire.

Future Subsidiaries. If (a) Upon any Grantor hereafter creates Person becoming a U.S. Subsidiary of the Borrower, the Borrower shall notify the Administrative Agent and shall promptly cause such Subsidiary to execute and deliver to the Administrative Agent a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty. (b) Prior to the occurrence of the Investment Grade Rating Date, upon any Person becoming a Subsidiary of the Borrower, or acquires upon the Borrower or any of its Subsidiaries acquiring additional Capital Securities of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Administrative Agent of such Subsidiary, such Grantor shall acquisition on a quarterly basis together with delivery of the Compliance Certificate; and (i) if such Subsidiary is a Domestic U.S. Subsidiary, the Borrower shall promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Administrative Agent updated Schedules (A) a supplement (in form and substance satisfactory to this Agreement, as appropriate the Administrative Agent) to the WWI Security Agreement and (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iiiB) if such Subsidiary is owns any real property having a Domestic Subsidiaryvalue as determined in good faith by the Administrative Agent in excess of $2,000,000, cause such a Mortgage, together with acknowledgment copies of Uniform Commercial Code financing statements (form UCC-1) delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent pursuant to the applicable Security Agreement or a Mortgage, as the case may be; and (ii) except as set forth in the Post-Closing Letter and in clause (d) of this Section, the Borrower shall promptly deliver, or cause to be delivered, to the Administrative Agent under a supplement (in form and substance acceptable satisfactory to the Collateral Administrative Agent, (iv) deliver to the Collateral Agent the stock WWI Pledge Agreement, certificates (if any) representing all of the issued and outstanding shares of Capital Stock Securities of such SubsidiarySubsidiary owned by the Borrower or any of its Subsidiaries that is a Guarantor, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of the applicable Pledge Agreement; provided, that notwithstanding anything to the contrary herein or in any Loan Document, in accordance with Sections 8-313, 8-321 and 9-115 no event shall more than 65% of the Code or Voting Stock of any other similar or local or foreign law that may Foreign Subsidiary be applicablerequired to be pledged and in no event shall any Foreign Subsidiary be required to pledge Capital Securities of its Subsidiaries (unless in each case such pledge would not result in a materially adverse tax consequences to the Borrower and its Subsidiaries, taken as a whole), and (v) duly execute and/or cause to be delivered to the Collateral Agenttogether, in each case, with such opinions, in form and substance acceptable and from counsel satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent may reasonably require. (c) [INTENTIONALLY OMITTED]. (d) The Borrower and its Subsidiaries shall request satisfy each of the requirements set forth in the Post-Closing Letter Agreement on or before the date specified therein for each such requirement, or such later date as may be permitted with respect thereto; providedthereto pursuant to the terms of the Post-Closing Letter Agreement. Notwithstanding anything to the contrary contained herein, howeversolely with respect to the matters expressly identified in the Post-Closing Letter Agreement, that no Grantor compliance by the Borrower and its Subsidiaries with clause (b)(ii) of this Section with respect to each such matter shall not be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered prior to the Collateral Agent shall date specified in the Post-Closing Letter Agreement for all purposes hereunder such matter, or such later date as may be considered Collateral. The Grantors agree that permitted with respect thereto pursuant to the pledge terms of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockPost-Closing Letter Agreement.

Future Subsidiaries. If Cause: (a) each Subsidiary of any Grantor hereafter creates Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or acquires any Subsidiarychange in status thereof, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if a Joinder Agreement, pursuant to which such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become shall be made a party to this Agreement as an additional “Grantor” hereundera Borrower, (ii) deliver a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent updated Schedules may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, an updated Schedule IV to reflect at the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty reasonable request of the Obligations Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to for the Collateral Agent the stock certificates representing all benefit of the Capital Stock Agents and the Lenders, in 65% of the voting Equity Interests of such Subsidiary, along with undated stock powers for each Foreign Subsidiary and 100% of all other Equity Interests of such certificates, executed Foreign Subsidiary owned by such Obligor but in blank (or, if no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockLoan Documents.

Future Subsidiaries. If any Grantor hereafter creates Within thirty (30) days (or acquires any Subsidiarysuch later date as Bank may reasonably agree) after formation, simultaneously with the creation or acquisition thereof, deliver to Bank notice of each Subsidiary of Borrower formed, created or acquired after the date hereof (which notice shall include the information described in Section 3(h) of this Agreement with respect to such Subsidiary, such Grantor shall ) and (i) if such Subsidiary is a Domestic Subsidiary, (1) at Bank’s discretion, cause such Subsidiary to become a party Guarantor and cause such Subsidiary to this Agreement execute and deliver guaranty agreements or joinder agreements in favor of Bank, which shall be substantially similar to that certain Guaranty (or the joinder attached thereto) executed by certain Loan Parties (excluding PT Holdco, LLC) in favor of Bank as an additional “Grantor” hereunderof the date hereof, to guarantee the payment and performance of the Indebtedness, (ii2) execute and deliver to Bank security agreements, pledge agreements, joinder agreements and such other documents, instruments and agreements, which shall be substantially similar to that certain Security Agreement (or the Collateral Agent updated Schedules joinder attached thereto) executed by certain Loan Parties in favor of Bank as of the date hereof, to this Agreementgrant perfected first priority Liens (subject only to Permitted Encumbrances) in such Subsidiary’s tangible and intangible assets, and (3) execute and deliver such further documents, instruments and agreements and take such further action as appropriate may be reasonably requested by Bank to carry out the provisions and purposes of the Loan Documents, and in each case, Borrower shall, or shall cause a Loan Party to, execute and deliver amendments and supplements and take any other actions reasonably requested by Bank to grant to Bank perfected first priority Liens (including, without limitation, an updated Schedule IV subject only to reflect the grant by Permitted Encumbrances) in all Equity Interests in such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), Subsidiary; and (iiiii) if such Subsidiary is a Domestic Foreign Subsidiary, Borrower shall, or shall cause such Subsidiary to duly a Loan Party to, execute and deliver a guaranty amendments and supplements and take any other actions reasonably requested by Bank to grant to Bank perfected first priority Liens (subject only to Permitted Encumbrances) in sixty-five percent (65%) of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest Equity Interests in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockSubsidiary.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower, or acquires upon the Borrower or any Subsidiary acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this Agreementthe Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property, a Domestic SubsidiaryMortgage), cause such together with acknowledgment copies of Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be (ivother than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Subsidiary); and (b) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Security Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one entitled to vote in the event that such pledge would result in a material increase in tax or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide liabilities for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital StockBorrower and its Subsidiaries, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockon a consolidated basis.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall reasonably request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Each Borrower shall promptly notify Agent upon any Grantor hereafter creates or acquires any Person becoming a Subsidiary, simultaneously with the creation or acquisition upon an Obligor directly or indirectly acquiring additional Equity Interests of such any existing Subsidiary, such Grantor shall and (i) Any such Person (other than DirectStar) shall, if such Subsidiary it is a Domestic Subsidiary, cause (i) execute and deliver to Agent a Joinder Agreement or, if elected by Agent, a Subsidiary Guaranty and Subsidiary Security Agreement and (ii) to the extent such Domestic Subsidiary is required to pledge Equity Interests of a Subsidiary pursuant to clause (ii) of this Section, become a party to this Agreement the Pledge Agreement, if not already a party thereto as an additional “Grantor” hereundera pledgor, in a manner reasonably satisfactory to Agent; (ii) deliver Each Borrower and each Domestic Subsidiary (other than DirectStar) shall, pursuant to the Collateral Agent updated Schedules to this Pledge Agreement, as appropriate pledge to Agent all of the outstanding Equity Interests of each such new Domestic Subsidiary (includingand 66% of the Equity Interests of each new Foreign Subsidiary, without limitation, an updated Schedule IV to reflect if requested by Agent or the grant Required Lenders) owned directly by such Grantor of a Lien on all Pledged Equity now Borrower or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) shall deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock Equity Interests are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by Agent, for the Collateral Agentbenefit of the Secured Parties, in accordance with Sections 8-313, 8-321 and 9-115 of the Code UCC or any other similar or local or foreign law that may be applicable); and (iii) Each Borrower and each Domestic Subsidiary (other than DirectStar) shall, and (v) duly execute and/or cause to be delivered pursuant to the Collateral AgentPledge Agreement, in form pledge to Agent for its benefit and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares Lenders, all intercompany notes evidencing Debt of Capital Stock acquired by a Grantor of Foreign such new Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral such Borrower or such Domestic Subsidiary (which shall be in a form acceptable to Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock).

Future Subsidiaries. If Each of the Borrower and each Parent Guarantor hereby covenants and agrees that, upon any Grantor hereafter creates Person becoming, after the Amendment Effective Date, a Subsidiary of the Borrower, or acquires (in the case of clause (b) below only) upon the Borrower or any Subsidiary acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules to this AgreementAdministrative Agent, as appropriate with counterparts for each Lender, a Subsidiary Guaranty (including, without limitation, an updated Schedule IV to reflect or a supplement thereto in the grant by such Grantor form of a Lien on all Pledged Equity now or hereafter owned by such Grantorthe exhibit thereto), the Subsidiary Security Agreement (iiior a supplement thereto in the form of the exhibit thereto) (and, if such Subsidiary is owns any real property, a Domestic SubsidiaryMortgage) and a Perfection Certificate, cause such together with Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) the Borrower shall promptly deliver the Borrower Pledge Agreement to the Collateral Agents, duly executed and delivered by an Authorized Officer of the Borrower (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, the Subsidiary Pledge Agreement to the Agents, duly executed and delivered by an -77- Authorized Officer of the relevant Subsidiary (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, to the Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities or are held through a financial intermediary, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Foreign Subsidiary shall be required to pledge execute and deliver (x) a Mortgage or the Subsidiary Security Agreement (or a supplement thereto) or (y) the Subsidiary Guaranty (or a supplement thereto) in the event that such execution and delivery thereof would result in a material increase in tax or similar liabilities for the Borrower and its Subsidiaries, on a consolidated basis, nor will the Borrower or any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Subsidiary may be supplemented by one entitled to vote in the event that such pledge would result in a material increase in tax or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide liabilities for the pledge Borrower and its Subsidiaries, on a consolidated basis; provided further, however, that the Rock Bottom Subsidiaries do not have to comply with clause (a) of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result this Section so long as (1) their only assets are their respective interests in the perfection of leases to which they are a party and (2) each such Subsidiary has transferred its assets to the Lien created in such shares of Capital StockBorrower and been dissolved within 90 days following the Amendment Effective Date.

Future Subsidiaries. If Cause: (a) each Subsidiary of any Grantor hereafter creates Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or acquires any Subsidiarychange in status thereof, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if a Joinder Agreement, pursuant to which such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become shall be made a party to this Agreement as an additional “Grantor” hereundera Borrower, (ii) deliver a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent updated Schedules may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, an updated Schedule IV to reflect at the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty reasonable request of the Obligations Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to for the Collateral Agent the stock certificates representing all benefit of the Capital Stock Agents and the Lenders, in 65% of the voting Equity Interests of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds and 100% of pledge, share charges, or all other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge Equity Interests of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to Foreign Subsidiary owned by such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockObligor.

Future Subsidiaries. If any Grantor hereafter creates or acquires any domestic Subsidiary, simultaneously with within thirty (30) days of the creation or acquisition of such domestic Subsidiary, such Grantor shall shall, upon written request of the Collateral Agent (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (viv) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) Promptly notify Agent upon any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary is a Domestic or an Excluded Subsidiary, cause it to guaranty the Obligations in a manner satisfactory to Agent, (x) upon any Person becoming a Subsidiary (other than an Excluded Subsidiary) or (y) if any Subsidiary that was an Excluded Subsidiary but, as of the end of the most recently ended Fiscal Quarter, has ceased to be an Excluded Subsidiary; and (i) cause (x) the Equity Interests of any such Subsidiary that is not a Foreign Subsidiary and is not described in clauses (e) or (f) of the definition of Excluded Subsidiary to become be pledged to Agent and 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of any such Subsidiary that is a party Foreign Subsidiary or any Subsidiary described in clause (f) of the definition of Excluded Subsidiary that, in each case, is not directly or indirectly owned by a Foreign Subsidiary to this be pledged to Agent; and (y) such Person to execute a Guarantee and Collateral Agreement as an additional “Grantor” hereunder, (ii) deliver to Supplement in accordance with the Guarantee and Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV and to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a guaranty of the Obligations Lien in favor of Agent (for the Collateral Agent in form and substance acceptable to the Collateral Agent, (ivbenefit of Secured Parties) deliver to the Collateral Agent the stock certificates representing on all of the Capital Stock assets of such SubsidiaryPerson, along with undated stock powers for each including delivery of such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentlegal opinions, in form and substance acceptable satisfactory to the Collateral Agent, as it shall deem appropriate. (b) In connection with any Permitted Acquisition, Borrowers may elect to have an acquired Subsidiary become a Borrower so long as (i) the Asset Review and Approval Conditions shall have been satisfied and (ii) the acquired Subsidiary shall have executed a joinder agreement, in form and substance reasonably satisfactory to Agent, and shall execute and deliver such opinions of counsel documents, instruments and agreements and take such other documents actions as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required reasonably require to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement evidence and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by perfect a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor Lien in favor of the Collateral Agent, which pledge agreements will provide Agent (for the pledge benefit of Secured Parties) on all assets of such shares Person, subject to exceptions the same or comparable to those herein, including delivery of Capital Stock in accordance with such legal opinions as are reasonably satisfactory to Agent and provide all documentation and instruments required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockPatriot Act.

Future Subsidiaries. If If, after the Closing Date, any Grantor hereafter Loan Party creates or acquires acquires, either directly or indirectly, any SubsidiarySubsidiary it will, simultaneously with the within 10 days after such creation or acquisition of such Subsidiary, such Grantor shall thereof: (ia) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party Borrower and/or a Guarantor; provided, that such Subsidiary may become a Borrower and Guarantor hereunder only if it is a Domestic Wholly-Owned Subsidiary and only with the prior written approval of Agent (upon satisfaction of the Asset Review and Approval Conditions) and, if the Asset Review and Approval Conditions are not so satisfied, such Subsidiary shall become only a Guarantor, (y) cause such Subsidiary to this execute and deliver to Agent (1) a Joinder Agreement in the form of Exhibit I hereto, in its capacity as a Borrower and/or a Guarantor, as applicable, (2) a Perfection Certificate Supplement relating to such Subsidiary and (3) any further documents, instruments or agreements as Agent may reasonably require in order to grant Agent a perfected first priority security interest (subject only to Permitted Liens) in substantially all of the assets of such Subsidiary, provided that Agent shall not require any Loan Party to take any Excluded Perfection Actions and no Loan Party shall be required to take any Excluded Perfection Action unless and until requested by Agent at any time after the occurrence and during the continuance of an additional “Grantor” Event of Default; (b) cause to be pledged to Agent pursuant to a Pledge Agreement a security interest in the Equity Interests of such Subsidiary owned by such Loan Party; (c) (i) deliver to Agent (1) revised schedules to the Loan Documents reflecting such Loan Party’s ownership interest in such Subsidiary and (2) the certificates, if any, representing the Equity Interests of such Subsidiary required to be pledged hereunder, together with undated stock powers and an irrevocable proxy (or equivalent instruments, as applicable), or if such interest is uncertificated, evidence of the registration of Agent’s lien on and security interest in such interest on the books and records of such entity and (ii) execute and deliver all such other instruments, documents and agreements and take such other actions, and cause all Subsidiaries to the Collateral Agent updated Schedules execute and deliver all such other instruments, documents and agreements and to this Agreementtake such other actions, as appropriate in either case, Agent may reasonably request or require to fully evidence and consummate the transactions contemplated in clauses (a) and (b) above and to ensure the enforceability, perfection and first-priority of the Liens, interests and undertakings thereunder, including, without limitation, an updated Schedule IV to reflect (x) the grant by such Grantor execution and delivery of a Lien on all Pledged Equity now guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or hereafter owned by such Grantor)recording of any of the foregoing, (iiiy) if such Subsidiary the delivery of certificated securities and other Collateral with respect to which perfection is a Domestic Subsidiary, cause such Subsidiary to duly execute obtained by possession and deliver a guaranty of the Obligations in favor of the Collateral Agent (z) legal opinions in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of and from such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence counsel reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to be addressed to (and perfected by the Collateral permit reliance upon by) Agent, Lenders and Issuing Bank; and (d) Notwithstanding anything set forth in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered this Section 10.1.9 to the Collateral Agentcontrary, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor Loan Party shall be required to pledge more than 65% of the outstanding Equity Interests in any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent Subsidiary which is not a domestic Subsidiary or to attach such updated Schedules cause any Subsidiary which is not a domestic Subsidiary to execute a counterpart or joinder to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered or to otherwise pledge its assets to secure the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockObligations.

Future Subsidiaries. If any Grantor Debtor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor Debtor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “GrantorDebtor” hereunder, (ii) deliver to the Collateral Agent Lender updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor Debtor of a Lien on all Pledged Equity now or hereafter owned by such GrantorDebtor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent Lender in form and substance acceptable to the Collateral AgentLender, (iv) deliver to the Collateral Agent Lender the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent Lender that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral AgentLender, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral AgentLender, in form and substance acceptable to the Collateral AgentLender, such opinions of counsel and other documents as the Collateral Agent Lender shall request with respect thereto; provided, however, that no Grantor Debtor shall not be required to pledge any Excluded Collateral. Each Grantor Debtor hereby authorizes the Collateral Agent Xxxxxx to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent Lender shall for all purposes hereunder be considered Collateral. The Grantors agree Debtor agrees that the pledge of the shares of Capital Stock acquired by Debtor of a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor Debtor in favor of the Collateral AgentLender, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent Lender may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If As soon as practicable but in any Grantor hereafter creates event within thirty (30) Business Days following the acquisition or acquires creation (by Division or otherwise) of any Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, simultaneously with cause to be delivered to the creation or acquisition Investors notice thereof and each of such Subsidiarythe following, such Grantor shall as applicable: (i) if a joinder agreement reasonably acceptable to the Collateral Agent duly executed by such Subsidiary is a Domestic Subsidiary, sufficient to cause such Subsidiary to become a party Guarantor, together with executed counterparts of each other Financing Document reasonably requested by the Collateral Agent, including the Security Agreement and other documents reasonably requested to this Agreement as an additional “Grantor” hereunder, establish and preserve the Lien of the Collateral Agent in all Collateral of such Subsidiary; (ii) deliver to UCC financing statements naming such Person as “Debtor” and naming the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect for the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty benefit of the Obligations Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all UCC filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Collateral Agent in form and substance acceptable for the benefit of the Secured Parties the Lien on the Collateral conferred under any Security Document to the Collateral Agentextent such Lien may be perfected by UCC filing, and pledge agreements, control agreements, documents and original collateral (ivincluding pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of and such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation other documents and evidence agreements as may be reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected required by the Collateral Agent, all as necessary to establish and maintain a valid, perfected security interest in accordance all Collateral in which such Subsidiary has an interest consistent with Sections 8-313, 8-321 and 9-115 the terms of the Code or any other similar or local or foreign law that may be applicable)Financing Documents; (iii) upon the request of the Collateral Agent, an opinion of counsel to each such Subsidiary and (v) duly execute and/or cause to be delivered addressed to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent; and (iv) current copies of the Organic Documents of each such Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the board of directors, partners, or appropriate committees thereof (and, if required by such opinions Organic Documents or applicable law, of counsel the shareholders, members or partners) of such Person authorizing the actions and other the execution and delivery of documents described in this Section 7.1(i), all certified by the applicable Governmental Authority or appropriate officer as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockelect.

Future Subsidiaries. If Without limiting the effect of any Grantor hereafter creates ------------------- provision contained herein (including Section 7.2.5), upon any Person becoming ------------- either a direct or acquires any Subsidiaryindirect Subsidiary of the Borrower, (a) such Person, simultaneously with if not theretofore a party to a Subsidiary Security Agreement and Subsidiary Guaranty, shall execute and deliver to the creation or acquisition Administrative Agent a Subsidiary Security Agreement and Subsidiary Guaranty for the benefit of such Subsidiarythe Secured Parties; provided, such Grantor shall (i) if however, that, -------- ------- in the event such Subsidiary is a Domestic SubsidiaryForeign Subsidiary (other than a Foreign Subsidiary that (i) is treated as a partnership under the Code or (ii) is not treated as an entity that is separate from (A) the Borrower, cause (B) any Person that is treated as a partnership under the Code or (C) any "United States person" (as defined in Section 7701(a)(30) of the Code)), such Subsidiary shall not be required to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now guarantor under Subsidiary Guaranty or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a Subsidiary Security Agreement (1) if the Required Lenders have otherwise agreed or (2) to the extent such guaranty could reasonably be expected to constitute at any time an investment of earnings in United States property under Section 956 (or any successor provision thereto) of the Obligations in favor Code that would increase the amount of United States federal income tax that would otherwise be payable by the Borrower and the other members of the Collateral affiliated group of corporations filing a consolidated federal income tax return with the Borrower in the absence of such guaranty, as determined by the Borrower based on existing financial statements and on financial projections prepared in good faith based upon assumptions which the Borrower believes to be reasonable and as evidenced by a certificate of the chief financial Authorized Officer of the Borrower that is accepted in writing by the Administrative Agent (such acceptance not to be unreasonably withheld and which acceptance shall be deemed to have occurred in form and substance acceptable the absence of a written notice from the Administrative Agent that is given to the Collateral Borrower within five Business Days of the Administrative Agent's receipt of such certificate, indicating the reasons for not accepting such certificate); provided, further, -------- ------- however, that, in the event of any change in, or the introduction, ------- adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that could reasonably be expected to alter the conclusion set forth in such certificate, the Administrative Agent or the Required Lenders may request the Borrower to deliver another such certificate in light of such event and, in the absence of the delivery and acceptance of such certificate as provided above, require the execution and delivery by such Person of such Subsidiary Guaranty; (ivb) deliver the Borrower or, if not the Borrower, the Subsidiary of the Borrower (provided such Subsidiary is not a Foreign Subsidiary exempted from the requirement of becoming a Guarantor as a result of the proviso to the Collateral Agent the stock certificates representing all preceding clause (a)) that will own shares of the Capital Stock of such ---------- Person (which Subsidiary, along if not theretofore a party to a Subsidiary Security Agreement, shall execute and deliver to the Administrative Agent a Subsidiary Security Agreement for the purpose of becoming a pledgor thereunder), shall, pursuant to the applicable Security Agreement, pledge to the Administrative Agent, for the benefit of the Secured Parties, (i) all of the outstanding shares of the Capital Stock of such Person owned by the Borrower or such Subsidiary, together with (A) undated stock powers or equivalent instruments of transfer satisfactory to the Administrative Agent for each such certificatescertificates or such other evidence of beneficial ownership, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, Administrative Agent in accordance with Sections 8-313, 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that which may be applicable), ) and (vB) duly execute and/or cause to executed copies of U.C.C. financing statements naming the Borrower or such Subsidiary as the debtor and the Administrative Agent as the secured party, suitable for filing under the U.C.C. of all jurisdictions as may be delivered to necessary or, in the Collateral reasonable opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent in form and substance acceptable the interests of the Borrower or such Subsidiary in such Person pledged pursuant to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoSecurity Agreement; provided, however, that no Grantor the Borrower or such Subsidiary -------- ------- shall not be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired of a Foreign Subsidiary required to be pledged hereunder (1) if the Required Lenders have otherwise agreed or (2) to the extent such pledge could reasonably be expected to constitute at any time an investment of earnings in United States property under Section 956 (or any successor provision thereto) of the Code that would increase by a Grantor material amount the amount of Foreign Subsidiary may United States federal income tax that would otherwise be supplemented payable by one or more separate pledge agreements, deeds the Borrower and the other members of the affiliated group of corporations filing a consolidated federal income tax return with the Borrower in the absence of such pledge, share chargesas determined by the Borrower based on existing financial statements and on financial projections prepared in good faith based upon assumptions which the Borrower believes to be reasonable and as evidenced by a certificate of the chief financial Authorized Officer of the Borrower that is accepted in writing by the Administrative Agent (such acceptance not to be unreasonably withheld and which acceptance shall be deemed to have occurred in the absence of a written notice from the Administrative Agent that is given to the Borrower within five Business Days of the Administrative Agent's receipt of such certificate, indicating the reasons for not accepting such certificate); provided further, however, that, in -------- ------- ------- the event of any change in, or other similar agreements the introduction, adoption, effectiveness, interpretation, reinterpretation or instrumentsphase-in of, executed and delivered by any law or regulation, directive or guideline of any Governmental Authority that could reasonably be expected to alter the relevant Grantor conclusion set forth in favor such certificate, the Administrative Agent or the Required Lenders may request the Borrower to deliver another such certificate in light of such event and, in the absence of the Collateral Agentdelivery and acceptance of such certificate as provided above, which pledge agreements will provide for require the pledge of such shares of Capital Stock in accordance with Stock; (c) the laws Administrative Agent shall have received from each such Person certified copies of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.U.C.

Future Subsidiaries. If Upon any Grantor hereafter creates or acquires any Person becoming, after the Closing Date, a Restricted Subsidiary, simultaneously with or upon the creation Borrower or acquisition any Co-Borrower acquiring additional Capital Stock of any existing Co-Borrower, the Borrower shall promptly notify the Agent of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Restricted Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules to Agent, with counterparts for each Lender, a supplement to, this Agreement, as appropriate the Subsidiary Guaranty and a supplement to the Subsidiary Pledge and Security Agreement, together with acknowledgment copies of UCC financing statements (including, without limitation, an updated Schedule IV to reflect Form UCC-1) executed and delivered by the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Restricted Subsidiary is a Domestic naming the Restricted Subsidiary, cause such Subsidiary to duly execute as a Co-Borrower and deliver a guaranty as the debtor, respectively, and the Agent as the secured party, respectively, or other similar instruments or documents, filed under the UCC in all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Agent, desirable to perfect the security interest of the Collateral Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Pledge and Security Agreement (other than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Restricted Subsidiary); and (b) the Borrower shall promptly deliver, (iv) deliver or cause to be delivered, to the Collateral Agent the stock under a supplement to a Pledge Agreement certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such Restricted Subsidiary or Foreign Subsidiary owned by the Borrower or any Restricted Subsidiary, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent that appropriate book entries have been made in the relevant books or records of a securities intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretomay reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Foreign Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to join this Agreement as a Co-Borrower or to execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a supplement to the Collateral Agent shall for all purposes hereunder Subsidiary Guaranty or a supplement to the Subsidiary Pledge and Security Agreement, nor will the Borrower or any Co-Borrower be considered Collateral. The Grantors agree that the required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the shares total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If any Grantor hereafter creates Within 30 days (or acquires any Subsidiarysuch later date as Bank may reasonably agree) after formation, simultaneously with the creation or acquisition thereof, deliver to Bank notice of each Subsidiary of Parent or Borrower formed, created or acquired after the date hereof (which notice shall include the information described in Section 3(h) of this Agreement with respect to such Subsidiary, such Grantor shall ) and (i) if such Subsidiary is a Domestic Subsidiary, (1) at Bank’s discretion, cause such Subsidiary to become a party Guarantor and cause such Subsidiary to this Agreement execute and deliver guaranty agreements or joinder agreements in favor of Bank, which shall be substantially similar to that certain Guaranty (or the joinder attached thereto) executed by certain Loan Parties in favor of Bank as an additional “Grantor” hereunderof the date hereof, to guarantee the payment and performance of the Indebtedness, (ii2) execute and deliver to Bank security agreements, pledge agreements, joinder agreements and such other documents, instruments and agreements, which shall be substantially similar to that certain Security Agreement (or the Collateral Agent updated Schedules joinder attached thereto) executed by certain Loan Parties in favor of Bank as of the date hereof, to this Agreementgrant perfected first priority Liens (subject only to Permitted Encumbrances) in such Subsidiary’s tangible and intangible assets, and (3) execute and deliver such further documents, instruments and agreements and take such further action as appropriate may be reasonably requested by Bank to carry out the provisions and purposes of the Loan Documents, and in each case, Parent and Borrower shall, or shall cause a Loan Party to, execute and deliver amendments and supplements and take any other actions reasonably requested by Bank to grant to Bank perfected first priority Liens (including, without limitation, an updated Schedule IV subject only to reflect the grant by Permitted Encumbrances) in all Equity Interests in such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), Subsidiary; and (iiiii) if such Subsidiary is a Domestic Foreign Subsidiary, Parent and Borrower shall, or shall cause such Subsidiary to duly a Loan Party to, execute and deliver a guaranty amendments and supplements and take any other actions reasonably requested by Bank to grant to Bank perfected first priority Liens (subject only to Permitted Encumbrances) in sixty-five percent (65%) of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest Equity Interests in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockSubsidiary.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Agreement Effective Date, a Material Subsidiary of the Borrower (including pursuant to a Permitted Acquisition), or acquires any upon a Subsidiary of the Borrower that was previously not a Material Subsidiary becoming a Material Subsidiary, simultaneously with or upon the creation Borrower or acquisition any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Material Subsidiary, the Borrower shall notify the Administrative Agent of such Subsidiaryevent, such Grantor and (a) the Borrower shall promptly (ibut in any event within 30 days) if cause each such Subsidiary that is a Domestic Subsidiary, cause such U.S. Subsidiary and a Material Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Administrative Agent, with counterparts for each Lender, a supplement to the Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, if such Material Subsidiary owns any real property with a fair market value in excess of $10,000,000 a Mortgage, to be delivered within 60 days), together with acknowledgment copies of all Form UCC-1 Financing Statements executed and delivered by such Material Subsidiary naming it as the debtor and the Administrative Agent updated Schedules as the secured party, or other similar instruments or documents, filed under the UCC and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to this Agreementperfect the security interest of the Administrative Agent pursuant to the Subsidiary Security Agreement or a Mortgage, as appropriate the case may be; and (includingb) the Borrower shall promptly deliver, without limitationor cause to be delivered, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, Administrative Agent under a Pledge Agreement (ivor a supplement thereto) deliver to the Collateral Agent the stock certificates (if any) representing all of the issued and outstanding shares of Capital Stock of any such SubsidiarySubsidiary that is a Material Subsidiary owned by the Borrower or any U.S. Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that appropriate book entries have been made in the relevant books or records of the issuer of such securities, or other appropriate steps shall have been taken under Applicable Law resulting in the perfection of the security interest granted in favor of the Administrative Agent pursuant to the terms of such uncertificated securities has been transferred to and perfected by the Collateral AgentPledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretomay reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Subsidiary Security Agreement, nor will the Borrower or any U.S. Subsidiary of the shares Borrower be required to deliver a pledge pursuant to a Pledge Agreement or a supplement thereto in excess of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor 65% of the Collateral Agent, which pledge agreements will provide for the pledge outstanding voting stock of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockNon-U.S. Subsidiary.

Future Subsidiaries. If any Grantor hereafter creates or acquires any SubsidiaryFrom and after the Effective Date, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall upon (i) if any Person becoming a direct or indirect Subsidiary of any Loan Party (other than an Excluded Subsidiary) or (ii) any Subsidiary ceases to constitute an Excluded Subsidiary, the Borrower shall notify the Administrative Agent of each such event or transaction and, within thirty (30) days from the date such event occurs or the transaction is consummated (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion): (a) such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to shall (A) become a party to this the Guaranty, the Security Agreement as an additional “Grantor” hereunder, (ii) deliver and any other applicable Collateral Document in a manner reasonable satisfactory to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Administrative Agent, (ivB) deliver if it maintains any Deposit Accounts, enter into a Deposit Account Control Agreement with a Deposit Account Bank and (C) pledge to the Collateral Agent the stock certificates representing Administrative Agent: (i) all of the Capital Stock outstanding Equity Interests owned directly by such Subsidiary (but, in the case of an Excluded Foreign Subsidiary, not more than 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such SubsidiaryExcluded Foreign Subsidiary shall be so pledged), along with undated stock or other powers for each such certificates, executed in blank (or, if any such shares of Capital Stock Equity Interests are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities has been transferred pledged to and perfected by the Collateral Agent, Administrative Agent in accordance with Sections 8-313, 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that Law which may be applicable); and (ii) all notes evidencing intercompany Indebtedness in favor of such Subsidiary, as the case may be and (v) duly execute and/or cause to be delivered to in accordance with the terms of the Collateral Agent, in form and substance Documents; (b) the Administrative Agent shall have received from such Subsidiary copies of U.C.C. or similar search reports certified by a party reasonably acceptable to the Collateral Administrative Agent, dated a date reasonably near (but prior to) the date of any such opinions Person becoming a direct or indirect Subsidiary of counsel the Parent, listing all effective financing statements, tax liens and other documents judgment liens which name such Person as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall debtor and which are filed in the jurisdictions in which filings are to be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules made pursuant to this Agreement and agrees that all Pledged Equity listed the other Loan Documents, together with copies of such financing statements (none of which (other than Liens permitted under this Agreement or which shall be terminated by or on the date such Acquisition is consummated) shall cover any updated Schedule delivered of the Collateral); and (c) the Administrative Agent shall have received from such Subsidiary, acknowledgment copies of properly filed U.C.C. or similar financing statements or such other evidence of filing or delivery for filing as may be acceptable to the Collateral Administrative Agent, naming each such Subsidiary as the debtor and the Administrative Agent shall for as the secured party, filed under the U.C.C. (or similar Laws which may be applicable) of all purposes hereunder jurisdictions as may be considered necessary or reasonably requested of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent on the assets of such Subsidiary that is subject to the Security Agreement (including, with respect to any Intellectual Property Collateral, appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and with respect to assets located on leased property, a Landlord Waiver or Bailee Waiver, as the case may be). The Grantors agree foregoing shall be accompanied with other documentary evidence, reasonably requested by the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Subsidiary authorizing the relevant transactions, copies of such Subsidiary’s Organizational Documents, incumbency certificates of such Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.4; provided that any Foreign Subsidiary that is not an Excluded Foreign Subsidiary shall only be required to enter into a Guaranty or guaranty agreement supplement or take any action to pledge its assets under the Collateral Documents if, in each case, (x) the Administrative Agent reasonably determines that the benefits to the Lenders of having such a pledge of the shares of Capital Stock acquired by such Loan Party governed by foreign Laws or having a Grantor of Foreign Subsidiary may be supplemented by one enter into such guaranty or more separate guaranty supplement and pledge agreements, deeds its assets outweighs the cost to the Borrower and its Subsidiaries of such actions and (y) the Administrative Agent requests such foreign Law pledge, share chargesguaranty, guaranty supplement and/or pledge. Nothing contained in this Section 7.7 shall be construed as a consent to form or other similar agreements or instruments, executed and delivered by acquire any Subsidiary after the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect Effective Date that is not otherwise permitted pursuant to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockthis Agreement.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously substantially contemporaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations Guaranty in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall reasonably request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of any and all Persons now or hereafter existing who is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, charges or other similar agreements or instruments, executed and delivered by the relevant Grantor Grantors in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretionreasonable discretion and upon prior written notice to the Company, take such actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Effective Date, either a direct or acquires indirect Subsidiary of a Borrower, or upon an Obligor directly or indirectly acquiring additional Capital Stock of any Subsidiaryexisting Subsidiary (other than any Receivables Co.) having voting rights or contingent voting rights, simultaneously with the creation or acquisition U.S. Borrower shall notify the Agents of such Subsidiaryacquisition and, such Grantor shall unless otherwise agreed to among the U.S. Borrower, the Agents and the Required Lenders, (a) (i) if such Subsidiary Person shall, unless it is a Domestic Restricted Subsidiary, cause such execute and deliver to the Agents a Subsidiary to become a party to this Agreement as an additional “Grantor” hereunderGuaranty, (ii) deliver to the Collateral Agent updated Schedules extent such Person or such Obligor is required to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor pledge stock of a Lien on all Pledged Equity now Subsidiary pursuant to CLAUSE (b) of this SECTION 9.1.7, such Person or hereafter owned by such GrantorObligor shall execute and deliver a Subsidiary Pledge Agreement (or, if applicable, a supplement to an existing Pledge Agreement), (iii) if such Subsidiary Person shall, unless it is a Domestic Restricted Subsidiary, cause such Subsidiary to duly execute and deliver to the Agents a Subsidiary Security Agreement and (iv) such Person shall, unless it is a Restricted Subsidiary, execute and deliver to the Agents a Mortgage on any Real Property the value of which (together with improvements located thereon) exceeds $2,000,000 it being agreed by the Lenders and the Agents that, subject to the last sentence of this Section, non-U.S. Subsidiaries shall not be required to deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable U.S. Borrower or any U.S. Subsidiary, or xxxxx x Xxxx on any of their assets to secure the Obligations of the U.S. Borrower or any U.S. Subsidiary; (b) subject to the Collateral last sentence of this Section, (i) the U.S. Borrower and each U.S. Subsidiary (other than a Restricted Subsidiary) shall, pursuant to a Pledge Agreement (as supplemented, if necessary, by a Foreign Pledge Agreement), pledge to the Agents, for their benefit and that of the Secured Parties (as defined in such Pledge Agreement), (x) all of the outstanding shares of Capital Stock of each Person that has become a direct Subsidiary of the U.S. Borrower or such U.S. Subsidiary and (y) all additional shares of Capital Stock of an existing Subsidiary owned directly by the U.S. Borrower or such U.S. Subsidiary (PROVIDED that, for purposes of each of the immediately preceding clauses (x) and (y), subject to the last sentence of this Section, not more than 65% of the Capital Stock of any non-U.S. Subsidiary shall be so pledged to the Agents to secure the Obligations of the U.S. Borrower) and (ii) Canadian Holdings, the Canadian Borrower and each Canadian Subsidiary and, to the extent not prohibited by any applicable law, each other non-U.S. Subsidiary (other than a Restricted Subsidiary) shall, pursuant to a Pledge Agreement (as supplemented, if necessary, by a Foreign Pledge Agreement), pledge to the Canadian Agent, for its benefit and that of the Secured Parties (ivas defined in such Pledge Agreement), (x) deliver to all of the Collateral Agent outstanding shares of Capital Stock of each Person that has become a direct Subsidiary of Canadian Holdings, the stock certificates representing Canadian Borrower or such Canadian Subsidiary or, in the case of any other non-U.S. Subsidiary that is not a Restricted Subsidiary, all of the outstanding shares of Capital Stock acquired by such non-U.S. Subsidiary and (y) all additional shares of Capital Stock of an existing Subsidiary owned directly by Canadian Holdings, the Canadian Borrower, any such Canadian Subsidiary or such non-U.S. Subsidiary (other than a Restricted Subsidiary) (it being understood and agreed that all of the Capital Stock pledged pursuant to this CLAUSE (b)(ii) shall only secure the Obligations in respect of such Subsidiarythe Canadian Facility), along in the case of each of CLAUSES (i) and (ii), together with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral such Agent that the security interest in such uncertificated securities has been transferred to and perfected by such Agent, for the Collateral Agentbenefit of the Secured Parties, in accordance with Sections Section 8-313, 313 and Section 8-321 and 9-115 of the Code UCC or any other similar or local or foreign law that which may be applicable), and ; and (vc) duly execute and/or cause to be delivered subject to the Collateral last sentence of this Section, (i) the U.S. Borrower and each U.S. Subsidiary shall, pursuant to a Pledge Agreement, pledge to the Agents, for their benefit and that of the Secured Parties (as defined in such Pledge Agreement), all intercompany notes (which shall, unless the Agents shall otherwise agree, be in the form of Exhibit A to such Pledge Agreement) issued to such Person pursuant to CLAUSE (e)(i) of SECTION 9.2.2 and evidencing Indebtedness in favor of the U.S. Borrower or such U.S. Subsidiary, as the case may be, to secure the Obligations, (ii) Canadian Holdings, the Canadian Borrower and each Canadian Subsidiary shall, pursuant to a Pledge Agreement, pledge to the Canadian Agent, for its benefit and that of the Secured Parties (as defined in such Pledge Agreement), all intercompany notes (which shall, unless the Canadian Agent shall otherwise agree, be in the form of Exhibit A to such Pledge Agreement) issued to such Person pursuant to CLAUSE (e)(i) of SECTION 9.2.2 and evidencing Indebtedness in favor of Canadian Holdings, the Canadian Borrower or such Canadian Subsidiary, as the case may be, to secure the Obligations in respect of the Canadian Facility; together, in each case, with such opinions of legal counsel for the Borrowers (which may be in-house counsel to the U.S. Borrower and shall otherwise be from counsel reasonably satisfactory to the Agents) relating thereto, which legal opinions shall be in form and substance acceptable reasonably satisfactory to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded CollateralAgents. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and The U.S. Borrower agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge if, as a result of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.121

Future Subsidiaries. If The Borrower shall promptly notify the Administrative Agent upon any Grantor hereafter creates or acquires any Person becoming a Subsidiary, simultaneously with the creation or acquisition upon an Obligor directly or indirectly acquiring additional Capital Stock of such any existing Subsidiary, and (a) such Grantor shall Person shall, if it is a U.S. Subsidiary, (i) if execute and deliver to the Administrative Agent a supplement to the Guaranty and (ii) to the extent such U.S. Subsidiary is required to pledge Capital Stock of a Domestic SubsidiarySubsidiary pursuant to clause (b), cause such Subsidiary to become a party to this the Pledge Agreement, if not already a party thereto as a pledgor, in a manner satisfactory to the Administrative Agent; (b) the Borrower and each U.S. Subsidiary shall, pursuant to the Pledge Agreement (as an additional “Grantor” hereundersupplemented, if necessary, by a Foreign Pledge Agreement), to the extent not otherwise prohibited by a valid contractual restriction or applicable law, to do so, pledge to the Administrative Agent all of the outstanding shares of Capital Stock of (i) each U.S. Subsidiary and (ii) deliver any Foreign Subsidiary owned (other than where such ownership is in such U.S. Subsidiary's capacity as a nominee shareholder) directly by the Borrower or such U.S. Subsidiary (provided, that, subject to the Collateral Agent updated Schedules to last sentence of this AgreementSection, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all not more than 65% of the Capital Stock of such Subsidiaryany Foreign Subsidiary shall be so pledged), along with undated stock powers for each such any certificates, executed in blank (or, if any such shares of Capital Stock are uncertificateduncertificated or in the case of other pledged interests, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities or pledged interests has been transferred to and perfected by the Collateral Administrative Agent, for the benefit of the Secured Parties, in accordance with Sections 8-313, 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that which may be applicable); and (c) the Borrower and each U.S. Subsidiary shall, and (v) duly execute and/or cause to be delivered pursuant to the Collateral Pledge Agreement, pledge to the Administrative Agent for its benefit and that of the Secured Parties, all intercompany notes evidencing Indebtedness in favor of the Borrower or such U.S. Subsidiary (which shall be in a form acceptable to the Administrative Agent); together, in each case, with such opinions of legal counsel for the Borrower (which shall be from counsel satisfactory to the Administrative Agent) relating thereto as the Administrative Agent may reasonably request, which legal opinions shall be in form and substance acceptable satisfactory to the Collateral Administrative Agent. The Borrower agrees that, subject to applicable law, if, as a result of a change in law after the date hereof, (i) a Foreign Subsidiary can execute and deliver the Guaranty or become a party to the Pledge Agreement as a pledgor or (ii) the Borrower or any Subsidiary can pledge more than 65% of the Capital Stock of any Foreign Subsidiary or any intercompany Indebtedness of any Subsidiary evidenced by a note or other instrument, in any such opinions case without material adverse tax consequences to the Borrower or such Subsidiary, then the provisions of counsel and other documents clause (a) shall thereafter apply to any Foreign Subsidiary and/or (as the Collateral Agent case may be) the provisions of clause (b) shall request with respect theretothereafter apply to 100% of the Capital Stock of such Foreign Subsidiary; provided, however, that no Grantor any Subsidiary created in contemplation of a Permitted Acquisition shall not be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered become a Guarantor hereunder or have its Capital Stock pledged to the Collateral Administrative Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with this Section until the laws thirtieth day after the consummation of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockPermitted Acquisition.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that MoviePass shall not be a Grantor under this Agreement and no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower (including pursuant to a Permitted Acquisition), or acquires any upon a Subsidiary of the Borrower that was previously not a Material Subsidiary becoming a Material Subsidiary, simultaneously with or upon the creation Borrower or acquisition any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, the Borrower shall notify the Agents of such Subsidiaryevent, such Grantor and (a) the Borrower shall promptly (ibut in any event within 10 days) if cause each such Subsidiary that is a Domestic Subsidiary, cause such U.S. Subsidiary and a Material Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agents, with counterparts for each Lender, a supplement to the Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, if such Material Subsidiary owns or leases any real property with a fair market value in excess of $5,000,000 a Mortgage, to be delivered within 60 days), together with acknowledgment copies of all Form UCC-1s executed and delivered by such Material Subsidiary naming it as the debtor and the Administrative Agent updated Schedules as the secured party, or other similar instruments or documents, filed under the UCC and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Agents, desirable to this Agreementperfect the security interest of the Administrative Agent pursuant to the Subsidiary Security Agreement or a Mortgage, as appropriate the case may be; and (includingb) the Borrower shall promptly deliver, without limitationor cause to be delivered, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, Administrative Agent under a Pledge Agreement (ivor a supplement thereto) deliver to the Collateral Agent the stock certificates (if any) representing all of the issued and outstanding shares of Capital Stock of any such SubsidiarySubsidiary that is a Material Subsidiary owned by the Borrower or any U.S. Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Security Agreement, nor will the Borrower or any U.S. Subsidiary of the shares Borrower be required to deliver a pledge pursuant to a Pledge Agreement or a supplement thereto in excess of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor 65% of the Collateral Agent, which outstanding voting stock of any Non-U.S. Subsidiary to the extent any such pledge agreements will provide for could be reasonably expected to result in an increase in the pledge amount of such shares of Capital Stock in accordance with United States federal income tax attributable to the laws operations of the applicable foreign jurisdiction. With respect to such shares Borrower and its Subsidiaries arising from the operation of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection Section 956 of the Lien created in such shares of Capital StockCode.

Future Subsidiaries. If Regional shall promptly notify Agent (for distribution to the Lenders) upon any Grantor hereafter creates Person becoming a Subsidiary and, on or acquires any Subsidiary, simultaneously with before the creation or acquisition earlier to occur of (x) the date that is 60 days after formation of such SubsidiarySubsidiary and (y) the date on which such Subsidiary commences operations, shall cause such Grantor Person to become a Borrower hereunder or to guaranty the Obligations in a manner reasonably satisfactory to Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (on behalf of the Lenders) on all assets (other than Excluded Property) of such Person, including (x) delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate, (y) (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver upon the request of any Lender made prior to the Collateral Agent updated Schedules applicable joinder, Borrowers shall have provided to this Agreementsuch Lender, as appropriate (and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, an updated Schedule IV the U.S. PATRIOT Act, in each case at least 3 Business Days prior to reflect the grant by date of such Grantor joinder; and (ii) at least 10 days prior to the date of such joinder, any Borrower (including any entity to be joined as a Lien on all Pledged Equity now Borrower) that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower, and (z) execution and delivery of any amendments or hereafter owned by such Grantorsupplements to the Loan Documents (and any additional documents), including any schedules or other attachments thereto, reasonably necessary for such Person be joined as a Borrowers or, as applicable, Guarantors under the Loan Documents (iii) if such Subsidiary is including, upon Agent’s request from time to time, a Domestic Subsidiaryjoinder to the Intercreditor Agreement), cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent each case in form and substance acceptable to the Collateral Agent, required by Agent in its Permitted Discretion (iv) deliver to the Collateral and Agent the stock certificates representing all is hereby authorized on behalf of the Capital Stock of Lenders to enter into such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation documents and evidence reasonably satisfactory to accept the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 same on behalf of the Code or any other similar or local or foreign law that may be applicableLenders), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor the foregoing provisions shall not apply with respect to a Subsidiary that is a Special Purpose Subsidiary formed to consummate a Permitted Facility pursuant to Section 8.18 (and such Special Purpose Subsidiary shall not be required to pledge be a Borrower or Guarantor under the Loan Documents), but Regional shall nonetheless promptly notify Agent upon any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by Person becoming a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockSubsidiary.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Effective Date, a Subsidiary of the Borrower, or acquires upon the Borrower or any Subsidiary acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Administrative Agent of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a Subsidiary Guaranty or a supplement to this Agreementthe Subsidiary Guaranty and a Subsidiary Security Agreement or a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property having a Domestic Subsidiaryvalue as determined in good faith by the Administrative Agent in excess of $750,000, cause such a Mortgage), together with Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary naming the Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, to duly execute be filed under the Uniform Commercial Code and deliver a guaranty any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent under a Pledge Agreement (or a supplement thereto updating the stock schedules to the Pledge Agreement), certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such 76 84 certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretomay reasonably require; provided, howeverthat notwithstanding the foregoing, that no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a Subsidiary Guaranty or a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a Security Agreement or a supplement to the pledge Security Agreement, or a Pledge Agreement or a supplement to the Pledge Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If Without limiting the effect of any Grantor hereafter creates provision contained herein (including Section 7.2.5), upon any Person becoming, after the Effective Date, either a direct or acquires indirect Subsidiary of the Borrower, or upon the Parent or the Borrower acquiring additional capital stock of any Subsidiary, simultaneously with the creation existing Subsidiary having voting rights or acquisition of contingent voting rights (a) such Subsidiary, such Grantor Person shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement (x) a guaranty in substantially the form of the Subsidiary Guaranty, and (y) a security agreement in substantially the form of the Subsidiary Security Agreement, if not already a party to any of the foregoing, with such modifications as an additional “Grantor” hereunderthe Administrative Agent may reasonably request, (ii) deliver in a manner satisfactory to the Collateral Agent updated Schedules Administrative Agent; (b) the Borrower and the applicable Subsidiary shall, pursuant to this the Borrower Pledge Agreement, or the Parent and the applicable Subsidiary shall, pursuant to the Parent Pledge Agreement, as appropriate (includingthe case may be, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable pledge to the Collateral Administrative Agent, (ivi) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock outstanding shares of such Subsidiarycapital stock of such Subsidiary owned directly by it, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, Administrative Agent in accordance with Sections Section 8-313, 313 and Section 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that which may be applicable); and (ii) all notes (if any) evidencing intercompany Indebtedness in favor of the Borrower and each such Subsidiary (which shall be in substantially the form of Attachment A to the Borrower Pledge Agreement), as the case may be; (c) the Administrative Agent shall have received from each such Subsidiary certified copies of Uniform Commercial Code Requests for Information or Copies (Form U.C.C.-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the date of any such Person becoming a direct or indirect Subsidiary of the Borrower, listing all effective financing statements, tax liens and judgment liens which name such Person as the debtor and which are filed in the jurisdictions in which filings are to be made pursuant to this Agreement and the other Loan Documents, and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements (vnone of which (other than financing statements (i) duly execute and/or cause filed pursuant to the terms hereof in favor of the Administrative Agent, if such Form U.C.C.-11 or search report, as the case may be, is current enough to list such financing statements, (ii) being terminated pursuant to termination statements that are to be delivered on or prior to the Collateral date such Person becomes such Subsidiary or (iii) in respect of protective filings or Liens permitted under Section 7.2.3) shall cover any of the Collateral); and (d) the Administrative Agent shall have received from each such Subsidiary executed copies of U.C.C. financing statements naming each such Subsidiary as the debtor and the Administrative Agent as the secured party, suitable for filing under the U.C.C. of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent pursuant to the security agreement entered into by such Subsidiary, together with evidence satisfactory to the Administrative Agent of the filing (or delivery for filing) of appropriate trademark, copyright and patent security supplements, together, in each case, with such opinions of legal counsel for the Borrower relating thereto, which legal opinions shall be in form and substance acceptable reasonably satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, howeverthat notwithstanding the foregoing, that no Grantor Non-U.S. Subsidiary of the Borrower shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder Subsidiary Guaranty or a supplement to the Subsidiary Security Agreement, nor will the Borrower or any such Subsidiary be considered Collateral. The Grantors agree that the required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the shares total combined voting power of Capital Stock acquired by all classes of capital stock of a Grantor of Foreign Non- U.S. Subsidiary may be supplemented by one or more separate pledge agreementsentitled to vote, deeds of pledge, share charges, or other similar agreements or instruments, executed and if the Borrower has delivered by evidence satisfactory to the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of Administrative Agent that such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will would result in material adverse tax consequences to the perfection of the Lien created in such shares of Capital StockBorrower and its Subsidiaries.

Future Subsidiaries. If Each of the Borrower and each Parent Guarantor hereby covenants and agrees that, upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower, or acquires (in the case of clause (b) below only) upon the Borrower or any Subsidiary acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules to this AgreementAdministrative Agent, as appropriate with counterparts for each Lender, a Subsidiary Guaranty (including, without limitation, an updated Schedule IV to reflect or a supplement thereto in the grant by such Grantor form of a Lien on all Pledged Equity now or hereafter owned by such Grantorthe exhibit thereto), the Subsidiary Security Agreement (iiior a supplement thereto in the form of the exhibit thereto) (and, if such Subsidiary is owns any real property, a Domestic SubsidiaryMortgage) and a Perfection Certificate, cause such together with Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) the Borrower shall promptly deliver the Borrower Pledge Agreement to the Collateral Agents, duly executed and delivered by an Authorized Officer of the Borrower (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, the Subsidiary Pledge Agreement to the Agents, duly executed and delivered by an Authorized Officer of the relevant Subsidiary (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, to the Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities or are held through a financial intermediary, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Foreign Subsidiary shall be required to pledge execute and deliver (x) a Mortgage or the Subsidiary Security Agreement (or a supplement thereto) or (y) the Subsidiary Guaranty (or a supplement thereto) in the event that such execution and delivery thereof would result in a material increase in tax or similar liabilities for the Borrower and its Subsidiaries, on a consolidated basis, nor will the Borrower or any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Subsidiary may be supplemented by one entitled to vote in the event that such pledge would result in a material increase in tax or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide liabilities for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital StockBorrower and its Subsidiaries, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockon a consolidated basis.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the ------------------- Effective Date, a Restricted Subsidiary of the Borrower, or acquires upon the Borrower directly or indirectly acquiring additional Capital Stock of any Subsidiaryexisting Restricted Subsidiary having voting rights or contingent voting rights, simultaneously with the creation or acquisition Borrower shall notify the Administrative Agent of such Subsidiaryacquisition, and, unless otherwise agreed to among the Borrower, the Administrative Agent and the Required Lenders, (a) such Grantor Person shall execute and deliver to the Administrative Agent (i) if such a Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, Guaranty and (ii) deliver if such Person is a Collateral Subsidiary, the Subsidiary Security Agreement, in each case in a manner satisfactory to the Collateral Administrative Agent; and (b) the Borrower shall, pursuant to the Borrower Pledge agreement, pledge to the Administrative Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute for its benefit and deliver a guaranty that of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, Secured Parties (ivi) deliver to the Collateral Agent the stock certificates representing all of the outstanding shares of Capital Stock of such SubsidiaryPerson, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Administrative Agent, for the benefit of the Secured Parties, in accordance with Sections Section 8-313, 313 and Section 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that which may be applicable), and (vii) duly execute and/or cause to all intercompany notes, if any, evidencing Indebtedness in favor of the Borrower made by such Person (which shall, unless the Administrative Agent shall otherwise agree, be delivered in form satisfactory to the Collateral Administrative Agent); together, in each case, with such opinions of legal counsel for the Borrower (which shall be from counsel reasonably satisfactory to the Administrative Agent) relating thereto, which legal opinions shall be in form and substance acceptable reasonably satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Upon (w) any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower (other than any Unrestricted Subsidiary), (x) the Borrower acquiring additional Capital Stock of any existing Restricted Subsidiary the Capital Stock of which is then pledged under the Pledge Agreement, (y) any indirect Restricted Subsidiary becoming a direct Restricted Subsidiary or acquires (z) any Unrestricted Subsidiary being designated as a Restricted Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such event, and, unless otherwise agreed to among the Borrower, the Agents and the Required Lenders, (a) such Person shall, if it is a Domestic Restricted Subsidiary and not theretofore a party to the Guaranty, execute and deliver to the Administrative Agent a supplement to the Guaranty in the form of Annex I thereto for the purposes of becoming a guarantor thereunder; 77 (b) the Borrower shall, if such Person is a direct Domestic Restricted Subsidiary of the Borrower or a direct Foreign Subsidiary which is a Material Restricted Subsidiary, pledge to the Administrative Agent pursuant to the Pledge Agreement all of the outstanding shares of Capital Stock of such Grantor shall Subsidiary owned directly by it (i) if provided, however, that, in the event such Subsidiary is a Domestic Foreign Subsidiary, cause such Subsidiary the Borrower shall not be required to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty pledge more than 65% of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all outstanding shares of the Capital Stock of such Subsidiary), along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that the security interest in control of such uncertificated securities has been transferred to to, and the security interest therein has been perfected by by, the Collateral Administrative Agent, for the benefit of the Lenders, the Agents and the Issuer, in accordance with Sections 8-313, 8-321 and Section 9-115 of the Code U.C.C. or any other similar or local or foreign law that which may be applicable), ; and (c) if and (v) duly execute and/or cause to be delivered to the Collateral Agentextent required by clause (g)(iii) or (k)(ii) of Section 7.2.1, in form such Subsidiary shall secure its Obligations under the Guaranty by executing and substance acceptable delivering to the Collateral Agent, Administrative Agent security instruments satisfactory to the Administrative Agent and taking all such opinions further actions as may reasonably be required by the Administrative Agent so as to create in favor of counsel and other documents as the Collateral Administrative Agent a pari passu Lien on all assets of such Subsidiary in which a Lien shall request with respect theretocontinue in existence pursuant to clause (e) or (f) of Section 7.2.2; provided, however, that no Grantor shall be required the Borrower may, by notice to pledge the Administrative Agent on the date of any Excluded Collateral. Each Grantor hereby authorizes Permitted Acquisition, elect to exclude the Collateral Agent Restricted Subsidiary so becoming a Restricted Subsidiary (and elect to attach such updated Schedules continue so to exclude any Restricted Subsidiaries previously so designated in a notice delivered pursuant to this Agreement proviso) from the requirements of this Section if such Restricted Subsidiary has no Contingent Liability in respect of any Subordinated Debt and agrees that the aggregate outstanding principal amount of all Pledged Equity listed on any updated Schedule delivered other Indebtedness of such Restricted Subsidiary outstanding pursuant to clause (g) (excluding, however, Permitted Acquisition Come-Along Indebtedness, Permitted Acquisition Subordinated Indebtedness and Permitted Acquisition Ordinary Course Indebtedness) and (k) of Section 7.2.1 is at least $10,000,000 and does not exceed, together with the Collateral Agent shall for aggregate outstanding principal amount of all purposes hereunder such Indebtedness of all other such Restricted Subsidiaries continuing to be considered Collateral. The Grantors agree so designated, $50,000,000 (it being understood that the pledge Borrower shall comply on the date of the shares of Capital Stock acquired by delivering a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance notice pursuant to this proviso with the laws requirements of the applicable foreign jurisdiction. With respect this Section as to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions Restricted Subsidiary (x) which shall have been so designated in such foreign jurisdictions that will result in the perfection of the Lien created a notice previously delivered pursuant to this proviso and (y) which shall not continue to be so designated in such shares of Capital Stocknotice).

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Initial Closing Date, a Subsidiary of the Borrower (including pursuant to a Targeted Acquisition), or acquires upon the Borrower or any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall promptly (ibut in any event within 10 days) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Agents, with counterparts for each Lender, a supplement to this Agreementthe Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns or leases any real property with a Domestic Subsidiaryfair market value in excess of $1,000,000 a Mortgage, cause such and in any event within 60 days), together with acknowledgment copies of all Form UCC-1s executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the UCC and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Obligations in favor Agents, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Security Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver a pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If any Grantor Debtor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor Debtor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “GrantorDebtor” hereunder, (ii) deliver to the Collateral Agent Lender updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor Debtor of a Lien on all Pledged Equity now or hereafter owned by such GrantorDebtor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent Lender in form and substance acceptable to the Collateral AgentLender, (iv) deliver to the Collateral Agent Lender the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent Lender that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral AgentLender, in accordance with Sections 8-313, 8-321 and 9-115 of the Code STA or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral AgentLender, in form and substance acceptable to the Collateral AgentLender, such opinions of counsel and other documents as the Collateral Agent Lender shall request with respect thereto; provided, however, that no Grantor Debtor shall not be required to pledge any Excluded Collateral. Each Grantor Debtor hereby authorizes the Collateral Agent Xxxxxx to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent Lender shall for all purposes hereunder be considered Collateral. The Grantors agree Debtor agrees that the pledge of the shares of Capital Stock acquired by Debtor of a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor Debtor in favor of the Collateral AgentLender, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent Lender may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Upon any Grantor hereafter creates or acquires any Person becoming, after the Effective Date, a U.S. Subsidiary of the Borrower that is a Restricted Subsidiary, simultaneously with or (in the creation case of clause (a)(ii) below only) upon the Borrower or acquisition any such Subsidiary acquiring additional Capital Stock of such any existing Subsidiary that is a Restricted Subsidiary, such Grantor the Borrower shall so notify the Administrative Agent, and (ia) if such Subsidiary is a Domestic Subsidiary, the Borrower shall promptly cause such U.S. Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Administrative Agent, with counterparts for each Lender, a supplement to the Subsidiary Guaranty and a supplement to the Subsidiary Pledge and Security Agreement (and, if such U.S. Subsidiary owns any real property, to the extent required by clause (b) of Section 7.1.8, a Mortgage), together with UCC financing statements (form UCC-1) delivered by such U.S. Subsidiary naming such U.S. Subsidiary as the debtor and the Administrative Agent updated Schedules as the secured party, or other similar instruments or documents, in appropriate form for filing under the UCC and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to this Agreementperfect the security interest of the Administrative Agent pursuant to the Subsidiary Pledge and Security Agreement or a Mortgage, as appropriate the case may be (includingother than the perfection of security interests in motor vehicles and foreign intellectual property); and (b) the Borrower shall promptly deliver, without limitationor cause to be delivered, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral AgentAdministrative Agent under a Pledge Agreement (as supplemented, if necessary, by a Foreign Pledge Agreement or other supplement thereto) certificates (ivif any) deliver to the Collateral Agent the stock certificates representing all of the issued and outstanding shares of Capital Stock of such Subsidiary that are certificated securities and are owned by the Borrower or any Restricted Subsidiary of the Borrower that is a U.S. Subsidiary, as the case may be, along with undated stock powers of transfer for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities or are held through a securities intermediary, confirmation and evidence reasonably satisfactory the Administrative Agent shall have obtained "control" (as defined in the UCC applicable to the Collateral Agent that perfection of such securities) over such securities, or other appropriate steps shall have been taken under applicable law resulting in the perfection and "control" (as defined in the UCC) of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretomay reasonably require; providedprovided that notwithstanding the foregoing, however, that no Grantor neither any Receivables Co. nor any Foreign Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage or a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Subsidiary Pledge and Security Agreement, nor will the Borrower or any U.S. Subsidiary of the shares Borrower be required to grant a security interest in Voting Stock of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds in excess of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor 65% of the Collateral Agent, which pledge agreements will provide for the pledge Voting Stock of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockForeign Subsidiary.

Future Subsidiaries. If Notwithstanding any Grantor hereafter creates other provision of this ------------------- Agreement or acquires the other Loan Documents, Borrower will not, and not permit any of its Subsidiaries to, create or acquire any other Subsidiary (a "New Subsidiary") -------------- unless (a) such New Subsidiary is an entity organized under the laws of the United States (or such other jurisdictions as may be approved by Agent and the Lenders, simultaneously subject to such terms and conditions as they may reasonably require in order to preserve, protect and perfect their rights and interests under the Loan Documents, including without limitation, effective and enforceable Liens on the Property of such New Subsidiary), (b) such New Subsidiary executes and delivers a Subsidiary Guarantee and such other documentation as Agent may require in order to receive a perfected, first priority Lien in and to all of such New Subsidiary's Property, upon substantially the same terms as those provided in this Agreement with respect to the Property of Borrower, (c) the ownership interests in such New Subsidiary are pledged to Agent pursuant to a pledge agreement satisfactory to Agent in form and substance, (d) Agent and the Lenders receive, to the extent they shall request, an opinion of counsel to such Subsidiary addressing, with respect to such New Subsidiary and its Loan Documents, the matters addressed with respect to Borrower's on the Closing Date in the opinion attached hereto as Exhibit D, and (e) after giving effect to the --------- creation or acquisition of such New Subsidiary, such Grantor no Default or Event of Default shall have occurred and be continuing (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to for purposes of determining compliance with this Agreement as an additional “Grantor” hereunder, clause (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantore), (iiiBorrower shall deliver an Officer's Certificate in the form required by Section 7.1(C) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty which shall set forth calculations of the Obligations -------------- specified covenants on a pro-forma basis at last day of Borrower's most recently ended fiscal quarter as if the New Subsidiary had been a Subsidiary of Borrower during such fiscal quarter). Agent shall also be entitled to require the items set forth in favor this Section 7.22 with respect to any Subsidiary of Borrower in ------------ existence on the Collateral Closing Date as to which Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent determines that the security interest in such uncertificated securities has been transferred to representations and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result warranties set forth in the perfection last sentence of the Lien created in such shares of Capital StockSection 6.6 are ----------- no longer true.

Future Subsidiaries. If Without limiting the effect of any Grantor hereafter creates or acquires provision contained herein (including Section 8.3), upon any Person becoming, after the date hereof, a Subsidiary of the Borrower (other than any Subsidiary that is not a Material Subsidiary), including any Person that was a Restricted Subsidiary, simultaneously with the creation or acquisition of such but not a Material Subsidiary, but which becomes a Material Subsidiary through internal growth or otherwise, or upon the Borrower or any Subsidiary acquiring additional capital stock of any existing Subsidiary which is then pledged under the Pledge Agreement, at the Borrower's expense: (a) regardless of whether such Grantor shall (i) if Person is a Material Subsidiary, in the event such Subsidiary Person is a Domestic Subsidiary, the Borrower shall cause such Subsidiary to become Person, if not theretofore a party to this Agreement as an additional “Grantor” hereunderthe Guaranty, to execute a supplement to (i) the Guaranty for the purpose of becoming a guarantor thereunder and (ii) deliver the Security Agreement for the purpose of becoming a grantor thereunder, together with acknowledgment copies of Uniform Commercial Code financing statements (form UCC-1) executed and delivered by such Subsidiary naming such Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent pursuant to the Collateral Agent updated Schedules Security Agreement; and (i) in the event such Person is a Domestic Subsidiary of the Borrower or a Material Subsidiary which is a direct Foreign Subsidiary of the Borrower or a Domestic Subsidiary of the Borrower, the Borrower or such applicable Domestic Subsidiary shall, pursuant to this the Pledge Agreement, as appropriate pledge to the Administrative Agent for the benefit of the Lenders (includingfree and clear of any other pledges relating to such Person or any of its Subsidiaries) all of the outstanding shares of such capital stock of such Subsidiary owned directly by it (provided, without limitationthat, an updated Schedule IV to reflect in the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if event such Subsidiary is a Domestic Foreign Subsidiary, cause such the Borrower or Domestic Subsidiary shall not be required to duly execute and deliver a guaranty pledge more than 65% of the Obligations in favor outstanding shares of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the capital stock certificates representing all of the Capital Stock of such Foreign Subsidiary), along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, Administrative Agent in accordance with Sections 8-313, 8-321 and Section 9-115 of the Uniform Commercial Code as in effect in the State of New York or any other similar or local or foreign law that which may be applicable); and (ii) in the event such Person is a Material Subsidiary and a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower, the Borrower or such applicable Domestic Subsidiary shall, within 60 days of such Person having become a Material Subsidiary of the Borrower or such Domestic Subsidiary (and, in the case of any such existing direct Foreign Subsidiary which is a Material Subsidiary as of the Second Amendment Effective Date, within 60 days of the Second Amendment Effective Date) execute and (v) duly execute and/or cause to be delivered deliver a supplement to the Collateral AgentPledge Agreement, which supplement shall, under the law of incorporation of such Foreign Subsidiary, be effective to create and perfect a valid security interest in form and substance acceptable 65% of the outstanding shares of the capital stock of such Foreign Subsidiary, accompanied by legal opinions of outside counsel to the Collateral AgentBorrower in respect of such collateral, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered reasonably satisfactory to the Collateral Agent shall for all purposes hereunder be considered CollateralAgents." 3.3. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.A new Section 7.15 is added as follows

Future Subsidiaries. If (a) Except with respect to any Grantor hereafter creates or acquires any Subsidiary which is an Immaterial Subsidiary, simultaneously with the creation or acquisition of such Subsidiarypromptly notify Agent upon any Person becoming a Subsidiary and any Immaterial Subsidiary which ceases to qualify as an Immaterial Subsidiary and, such Grantor shall (i) if such Subsidiary Person is not a Domestic Foreign Subsidiary, cause such Subsidiary it to become guaranty the Obligations in a party manner reasonably satisfactory to this Agreement as an additional “Grantor” hereunderAgent, (ii) deliver and to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a guaranty of the Obligations Lien in favor of Agent (for the Collateral Agent in form and substance acceptable benefit of Secured Parties) on all assets of such Person (subject to the Collateral Agentexclusions contained in Sections 7.3 and 7.7 hereof), (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock including delivery of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentlegal opinions, in form and substance acceptable reasonably satisfactory to Agent, as it shall deem appropriate; except that any Domestic Subsidiary formed or acquired in connection with a Permitted Acquisition shall be required to pledge its assets hereunder only to the Collateral extent permitted by the obligations to which it is then subject, including Acquisition Debt. (b) In the event that any Person becomes a first-tier Foreign Subsidiary (other than LeapFrog Edu-Tech (China) Co., Ltd. and any Foreign Subsidiary which is an Immaterial Subsidiary) of Borrower (to the extent that Borrower or any of its Subsidiaries owns at least 80% of the total outstanding Equity Interests of such Foreign Subsidiary) or of any Domestic Subsidiary after the Closing Date, Borrower shall promptly notify Agent of that fact and use its commercially reasonable efforts to take or cause to be taken all such actions, execute and deliver or cause to be executed and delivered all such agreements, documents and instruments and make or cause to be made all such filings and recordings that may be necessary or, in the opinion of Agent, desirable in order to create in favor of Agent, for the benefit of the Lenders, a valid and perfected security interest in sixty five percent (65%) of the Equity Interests of such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoForeign Subsidiary owned by Borrower or such Domestic Subsidiary; provided, however, that no Grantor action shall be required to pledge be taken by Borrower with respect to the Equity Interests of any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules Foreign Subsidiary pursuant to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to subsection in the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree event that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will Equity Interests would result in the perfection a significant tax liability to Borrower or any of the Lien created in such shares of Capital Stockits Domestic Subsidiaries or would otherwise be impracticable.

Future Subsidiaries. If (a) Promptly notify Agent upon any Grantor hereafter creates Person becoming a Material Subsidiary and, if such Person is or acquires any Subsidiarybecomes a Material Subsidiary after the Closing Date, simultaneously cause it to become a Guarantor under the Guaranty, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent (for the benefit of the Lenders and subject to the limitations set forth in Section 4.4(b)) on all assets of such Person that would constitute Collateral at such time, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate (and, if applicable, such policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage as Agent shall deem appropriate). Borrowers may elect, with the creation or acquisition written consent of such Subsidiarythe Agent (which consent shall not be unreasonably withheld), such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, to cause such any Material Subsidiary to become a party Borrower hereunder (as opposed to a Guarantor) by executing a joinder to this Agreement in form and substance satisfactory to Agent and causing such Material Subsidiary to execute and deliver such documents, instruments and agreements and to take such other actions as an additional “Grantor” hereunder, Agent shall reasonably require to evidence and perfect a Lien in favor of Agent (ii) deliver for the benefit of Lenders and subject to the limitations set forth in Section 4.4(b)) on all assets of such Material Subsidiary that would constitute Collateral Agent updated Schedules to this Agreementat such time, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by delivery of such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)legal opinions, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute appraisals and deliver a guaranty of the Obligations in favor of the Collateral Agent filed examinations in form and substance acceptable satisfactory to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock as it shall deem appropriate. Within 10 days of such Subsidiary, along with undated stock powers for each formation or acquisition (or such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral later date as permitted by Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion) provide to Agent all other documentation, take actions which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. It is 127044148_2 understood and agreed that the assets of a new Borrower shall not be eligible for advances until Agent has competed its due diligence on such foreign jurisdictions assets and the new Borrower with results satisfactory to the Agent and has advised the new Borrower in writing of Agent’s credit approval. (b) As required by Section 6(h)(i) of the Security Agreement (but subject to Section 4 of that will result certain Omnibus Amendment and Reaffirmation Agreement dated as of the Sixth Amendment Effective Date by and among Borrowers, Guarantors and Agent), if any Loan Party shall acquire, obtain, receive or become entitled to receive any Pledged Interests (as such term is defined in the perfection Security Agreement) with a value in excess of $5,000,000 after the Lien created Original Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such shares of Capital StockCollateral) deliver to Agent (or its agent or designee) a duly executed Pledged Interests Addendum (as such term is defined in the Security Agreement) identifying such Pledged Interests (as such term is defined in the Security Agreement).

Future Subsidiaries. If Upon any Grantor hereafter creates Person ------------------- becoming, after the Closing Date, a Subsidiary of any Borrower, or acquires upon any Borrower or any Subsidiary of any Borrower acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Parent shall notify the Agents of such Subsidiaryacquisition, and (1) such Grantor Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Agents, with counterparts for each Lender, a supplement to this Agreementthe Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property with a Domestic Subsidiaryfair market value in excess of $1,000,000, cause such a Mortgage), together with acknowledgment copies of Uniform Commercial Code financing statements (Form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Obligations in favor Agents, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be (ivother than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Subsidiary); provided, however, that in the event that any newly-acquired Subsidiary has any outstanding Indebtedness which is secured by a Lien or is subject to a negative pledge ("Assumed Restricted Debt") deliver which Indebtedness, Lien or negative pledge, as the case may be, was in existence prior to the Collateral time such Person became a Subsidiary (and which was not created in contemplation of this Section), no such security interest or other Lien shall be required hereunder in respect of such Subsidiary's assets subject to such negative pledge; provided, further, however, that Assumed Restricted Debt shall not exceed, at any time outstanding, $5,000,000 in aggregate principal amount; and (2) such Borrower shall promptly deliver, or cause to be delivered, to the Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by such Borrower or any Subsidiary of such Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder Guaranty or a supplement to the Security Agreement, nor will such Borrower or any Subsidiary of such Borrower be considered Collateral. The Grantors agree that the required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the shares total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If Without limiting the effect of any Grantor hereafter creates provision contained herein (including Section 8.2.5), upon any Person becoming either a direct or acquires any indirect Subsidiary of the Borrower (other than an SPC or a Non-Material Subsidiary, simultaneously with ), (a) in the creation or acquisition of event such Person is a Subsidiary which is not a Foreign Subsidiary, such Grantor shall Person (i) if not theretofore a party to the Subsidiary Guaranty, shall execute and deliver to the Administrative Agent a supplement to the Subsidiary Guaranty for the purpose of becoming a guarantor thereunder, which supplement shall be substantially in the form attached to the Subsidiary Guaranty, and (ii) if not theretofore a party to the Subsidiary Security Agreement and if the Collateral Release Date has not occurred, shall execute and deliver to the Administrative Agent within ten Business Days of becoming a Subsidiary of the Borrower a supplement to the Subsidiary Security Agreement for the purpose of becoming a grantor thereunder, which supplement shall be substantially in the form attached to the Subsidiary Security Agreement; (b) if the Collateral Release Date has not occurred, the Borrower and/or the Subsidiary of the Borrower that owns Capital Stock of such Person (which Subsidiary, if not theretofore a party to the Subsidiary Pledge Agreement, shall execute and deliver to the Administrative Agent a supplement to the Subsidiary Pledge Agreement for the purpose of becoming a pledgor thereunder, which supplement shall be substantially in the form attached to the Subsidiary Pledge Agreement) shall, pursuant to the Pledge Agreement (as further supplemented, if necessary, by a Foreign Pledge Agreement) to which the Borrower or such Subsidiary is a Domestic Subsidiaryparty, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver pledge to the Collateral Administrative Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by within ten Business Days of such Grantor of Person becoming a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor Borrower all of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all outstanding shares of the Capital Stock of such Person owned by the Borrower or such Subsidiary, along together with (A) undated stock powers or equivalent instruments of transfer satisfactory to the Administrative Agent for each such certificatescertificates or such other evidence of beneficial ownership, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation the Administrative Agent shall have obtained "control" (as defined in the Uniform Commercial Code in effect in the State of New York) over such Capital Stock) and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to other instruments and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretodeem necessary or in the reasonable opinion of the Administrative Agent desirable under applicable law to perfect the first priority security interest of the Administrative Agent in such Capital Stock and (B) executed copies of Uniform Commercial Code financing statements naming the Borrower or such Subsidiary as the debtor and the Administrative Agent as the secured party, suitable for filing under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent in the interests of the Borrower or such Subsidiary in such Person pledged pursuant to such Pledge Agreement (and such Foreign Pledge Agreement, if applicable); provided, however, that no Grantor the Borrower or such Subsidiary shall not be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired of a Foreign Subsidiary required to be pledged hereunder (1) if the Required Lenders have otherwise agreed or (2) to the extent such pledge would (x) constitute an investment in earnings in United States property under Section 956 (or any successor provision thereto) of the Code that would increase the amount of income of the applicable pledgor that would otherwise be subject to United States income tax and (y) subject the Borrower or the Person the Capital Stock of which is being pledged to a significant adverse tax consequence, as determined by the Borrower and evidenced by a Grantor certificate of Foreign an Authorized Officer of the Borrower that is accepted in writing by the Administrative Agent (such acceptance not to be unreasonably withheld); (c) the Administrative Agent shall have received from each such Subsidiary may be supplemented by one certified copies of Uniform Commercial Code Requests for Information or more separate pledge agreements, deeds of pledge, share chargesCopies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the date of any such Person becoming a direct or indirect Subsidiary of the Borrower, listing all effective financing statements, tax liens and judgment liens which name such Person as the debtor and which are filed in the jurisdictions in which filings are to be made pursuant to this Agreement and the other similar agreements or instrumentsLoan Documents, executed and delivered by in such other jurisdictions as the relevant Grantor Administrative Agent may reasonably request, together with copies of such financing statements (none of which (other than financing statements (i) filed pursuant to the terms hereof in favor of the Collateral Administrative Agent, which pledge agreements will provide for if such Form UCC-11 or search report, as the pledge case may be, is current enough to list such financing statements, (ii) being terminated pursuant to termination statements that are to be delivered on or prior to the date such Person becomes such Subsidiary or (iii) in respect of Liens permitted under Section 8.2.3) shall cover any of the collateral described in the Subsidiary Security Agreement); and (d) if the Collateral Release Date has not occurred, the Administrative Agent shall have received from each such Person within ten days of such shares of Capital Stock in accordance with the laws Person becoming a Subsidiary of the applicable foreign jurisdiction. With respect to Borrower executed copies of U.C.C. financing statements naming each such shares Person as the debtor and the Administrative Agent as the secured party, suitable for filing under the U.C.C. of Capital Stock, the Collateral Agent may, at any time and from time to timeall jurisdictions as may be necessary or, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection reasonable opinion of the Lien created Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent pursuant to the Subsidiary Security Agreement entered into by such Person, together, in each case, with such shares opinions of Capital Stocklegal counsel as the Administrative Agent may reasonably request, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower, or acquires upon the Borrower or any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall promptly notify the Administrative Agent of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this Agreementthe Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property with a Domestic Subsidiaryfair market value in excess of $500,000, cause such a Mortgage), together with acknowledgment copies of Uniform Commercial Code financing statements (Form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be (ivother than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Subsidiary); and (b) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that appropriate book entries have been made in the relevant books or records of a securities intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretomay reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Subsidiary Security Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If Each of the Borrower and each Designated Guarantor hereby covenants and agrees that, upon any Grantor hereafter creates Person becoming, after the Amendment Effective Date, a Subsidiary of the Borrower, or acquires (in the case of clause (b) below only) upon the Borrower or any Subsidiary acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules to this AgreementAdministrative Agent, as appropriate with counterparts for each Lender, a Subsidiary Guaranty (including, without limitation, an updated Schedule IV to reflect or a supplement thereto in the grant by such Grantor form of a Lien on all Pledged Equity now or hereafter owned by such Grantorthe exhibit thereto), the Subsidiary Security Agreement (iiior a supplement thereto in the form of the exhibit thereto) (and, if such Subsidiary is owns any real property, a Domestic SubsidiaryMortgage) and a Perfection Certificate, cause such together with Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) the Borrower shall promptly deliver the Borrower Pledge Agreement to the Collateral Agents, duly executed and delivered by an Authorized Officer of the Borrower (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, the Subsidiary Pledge Agreement to the Agents, duly executed and delivered by an Authorized Officer of the relevant Subsidiary (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, to the Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities or are held through a financial intermediary, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Foreign Subsidiary shall be required to pledge execute and deliver (x) a Mortgage or the Subsidiary Security Agreement (or a supplement thereto) or (y) the Subsidiary Guaranty (or a supplement thereto) in the event that such execution and delivery thereof would result in a material increase in tax or similar liabilities for the Borrower and its Subsidiaries, on a consolidated basis, nor will the Borrower or any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Subsidiary may be supplemented by one entitled to vote in the event that such pledge would result in a material increase in tax or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide liabilities for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital StockBorrower and its Subsidiaries, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockon a consolidated basis.

Future Subsidiaries. If If (A) any Inactive Subsidiary shall, after the date hereof, acquire any assets, incur any liabilities or engage in any business, simultaneously with the acquisition of such assets, incurrence of such liabilities or undertaking of such business, or (B) any Grantor shall hereafter creates create or acquires acquire any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall Grantors (i) if such Subsidiary is a Domestic Subsidiary, shall cause such Inactive Subsidiary or Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) shall deliver to the Collateral Agent updated Lender revised Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)appropriate, (iii) if such Subsidiary is a Domestic Subsidiary, shall cause such Inactive Subsidiary or Subsidiary to duly execute and deliver a guaranty of the Obligations in favor favour of the Collateral Agent Lender in form and substance reasonably acceptable to the Collateral AgentLender, and (iv) deliver shall cause such Inactive Subsidiary or Subsidiary to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, deliver such opinions of counsel and other documents documents, in form and substance reasonably acceptable to the Lender, as the Collateral Agent Lender shall reasonably request with respect thereto; provided, however, that no Grantor shall be required pledge Capital Stock in excess of shares representing 100% of the nonvoting Capital Stock and 65% of the total combined voting power of all classes of Capital Stock entitled to pledge vote of any Excluded Collateraland all Persons now or hereafter existing who is a Subsidiary organized under the laws of a jurisdiction other than the United States, any states thereof or the District of Columbia (a “Foreign Subsidiary”), if such action would result in material adverse, incremental tax liabilities to such Grantor under Section 956 of the IRC. Each Grantor hereby authorizes the Collateral Agent Lender to attach such updated revised Schedules to this Agreement and agrees that all Pledged Equity listed on any updated revised Schedule delivered to the Collateral Agent Lender shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor favour of the Collateral AgentLender, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent Lender may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If any Grantor Person which is not a Subsidiary of the Company on the date hereof shall hereafter creates become a direct or acquires any indirect Subsidiary of the Company (each a “New Subsidiary”), simultaneously with the creation Company shall, not later than the date on which such Person becomes such a Subsidiary of the Company, (a) provide written notice to the Collateral Agent of the formation or acquisition of such the New Subsidiary by the Company or its Subsidiaries, which notice shall describe in reasonable detail the New Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunderits operations and assets and the nature and ownership of its outstanding Equity Interests, (iib) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now stock certificates or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock other certificates representing all of the Capital Stock outstanding Equity Interests of such Subsidiarythe New Subsidiary held by the Company and its Subsidiaries, along with undated accompanied by appropriate stock powers for each such certificates, or other assignments duly executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of Company or such Subsidiaries (as the Code or any other similar or local or foreign law that case may be applicablebe), and (vc) duly execute and/or shall promptly cause the New Subsidiary to be delivered deliver to the Collateral Agent: (i) an Assumption Agreement in the form attached as Annex 1 to the Subsidiary Guarantee, duly executed by the New Subsidiary; (ii) an Assumption Agreement in the form attached as Annex 1 to the Security Agreement, duly executed by the New Subsidiary; (iii) Mortgage Documents with respect to each After Acquired Real Property of the New Subsidiary, and all other items required by Section 9.7 with respect thereto; (iv) all other Security Documents and other documents which may be required under applicable law, or which the Collateral Agent may reasonably request, in form order to grant, preserve, protect and substance acceptable to perfect the validity and first priority of the Liens and security interests created by the Security Documents in the Collateral Agentof such New Subsidiary, such each duly executed by the New Subsidiary; and (v) one or more opinions of counsel (including opinions of local counsel) covering such legal matters with respect to the foregoing agreements and other documents as the Collateral Agent may reasonably request. The Company and the New Subsidiary shall request with respect thereto; providedalso take all such other actions, howeverincluding the filing or recording of appropriate Uniform Commercial Code financing statements, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes fixture filings and other filings, which the Collateral Agent may reasonably request in order to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered grant to the Collateral Agent shall for valid and perfected first priority Liens and security interests in all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for owned by the pledge of such shares of Capital Stock in accordance with New Subsidiary and otherwise to effectuate the laws of transactions contemplated by this Agreement and the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockNote Documents.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the First Amendment Effective Date, a Material Subsidiary of the Borrower (including pursuant to a Permitted Acquisition), or acquires any upon a Subsidiary of the Borrower that was previously not a Material Subsidiary becoming a Material Subsidiary, simultaneously with or upon the creation Borrower or acquisition any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Material Subsidiary, the Borrower shall notify the Administrative Agent of such Subsidiaryevent, such Grantor and (a) the Borrower shall promptly (ibut in any event within 30 days) if cause each such Subsidiary that is both a Domestic Subsidiary, cause such U.S. Subsidiary and a Material Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this the Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant together with acknowledgment copies of all Form UCC-1 Financing Statements executed and delivered by such Grantor Material Subsidiary naming it as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, filed under the UCC, of a Lien on all Pledged Equity now or hereafter owned by such Grantor)jurisdictions as may be necessary or, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty in the reasonable opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement; and (b) the Borrower shall promptly deliver, (iv) deliver or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of any such SubsidiarySubsidiary that is a Material Subsidiary owned by the Borrower or any U.S. Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that appropriate book entries have been made in the relevant books or records of the issuer of such securities, or other appropriate steps shall have been taken under Applicable Law resulting in the perfection of the security interest granted in favor of the Administrative Agent pursuant to the terms of such uncertificated securities has been transferred to and perfected by the Collateral AgentPledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretomay reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Subsidiary Security Agreement, nor will the Borrower or any U.S. Subsidiary of the shares Borrower be required to deliver a pledge pursuant to a Pledge Agreement or a supplement thereto in excess of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor 65% of the Collateral Agent, which pledge agreements will provide for the pledge outstanding voting stock of such shares of Capital Stock in accordance with the laws any Non-U.S. Subsidiary. (dd) Section 7.1.8 of the applicable foreign jurisdiction. With respect Credit Agreement is hereby amended to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.read as follows:

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming a Subsidiary of the Borrower, or acquires upon the Borrower or any SubsidiarySubsidiary acquiring additional Capital Stock of any existing Subsidiary (other than the Designated Subsidiaries that are not-for-profit corporations and Receivables Co.), simultaneously with the creation or acquisition Borrower shall notify the Administrative Agent of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this Agreementthe Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property having a Domestic Subsidiaryvalue as determined in good faith by the Administrative Agent in excess of $5,000,000, cause such a Mortgage (other than, in the case of Sunshine, the Exempted Properties), together with acknowledgment copies of Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretomay reasonably require; provided, howeverPROVIDED, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Security Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one or more separate pledge agreementsentitled to vote, deeds of pledge, share charges, or other similar agreements or instruments, executed and if the Borrower has delivered by evidence satisfactory to the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of Administrative Agent that such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will would result in material adverse tax consequences to the perfection Borrower and its Subsidiaries (after giving effect to the utilization of the Lien created in such shares of Capital Stockany available tax credits).

Future Subsidiaries. If (A) any Inactive Subsidiary shall, after the date hereof, acquire any assets, incur any liabilities or engage in any business, simultaneously with the acquisition of such assets, incurrence of such liabilities or undertaking of such business, or (B) any Grantor shall hereafter creates create or acquires acquire any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall Grantors (i) if such Subsidiary is a Domestic Subsidiary, shall cause such Inactive Subsidiary or Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) shall deliver to the Collateral Agent updated Lender revised Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)appropriate, (iii) if such Subsidiary is a Domestic Subsidiary, shall cause such Inactive Subsidiary or Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent Lender in form and substance reasonably acceptable to the Collateral AgentLender, and (iv) deliver shall cause such Inactive Subsidiary or Subsidiary to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, deliver such opinions of counsel and other documents documents, in form and substance reasonably acceptable to the Lender, as the Collateral Agent Lender shall reasonably request with respect thereto; provided, however, that no Grantor shall be required pledge Capital Stock in excess of shares representing 100% of the nonvoting Capital Stock and 65% of the total combined voting power of all classes of Capital Stock entitled to pledge vote of any Excluded Collateraland all Persons now or hereafter existing who is a Subsidiary organized under the laws of a jurisdiction other than the United States, any states thereof or the District of Columbia (a “Foreign Subsidiary”), if such action would result in material adverse, incremental tax liabilities to such Grantor under Section 956 of the IRC. Each Grantor hereby authorizes the Collateral Agent Lender to attach such updated revised Schedules to this Agreement and agrees that all Pledged Equity listed on any updated revised Schedule delivered to the Collateral Agent Lender shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral AgentLender, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent Lender may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If As soon as practicable but in any Grantor hereafter creates event within 30 Business Days following the acquisition or acquires creation (by Division or otherwise) of any Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, simultaneously with cause to be delivered to the creation or acquisition Agent notice thereof and each of such Subsidiarythe following, such Grantor shall as applicable: (ia) if a joinder agreement acceptable to the Agent duly executed by such Subsidiary is a Domestic Subsidiary, sufficient to cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunderGuarantor (or, (ii) deliver to with the Collateral consent of the Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty own any assets of the Obligations type included in the Borrowing Base, a Borrower hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Agent in all Collateral of such Subsidiary; (b) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the benefit of the Secured Parties the Lien on the Collateral Agent in form and substance acceptable conferred under such Security Instrument to the Collateral extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be reasonably required by the Agent, (iv) deliver all as necessary to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiaryestablish and maintain a valid, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the perfected security interest in all Collateral in which such uncertificated securities Subsidiary has been transferred to and perfected by an interest consistent with the Collateral terms of the Loan Documents; (c) upon the request of the Agent, in accordance with Sections 8-313, 8-321 an opinion of counsel to each such Subsidiary and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered addressed to the Collateral AgentAgent and the Lenders, in form and substance reasonably acceptable to the Collateral Agent; (d) current copies of the Organic Documents of each such Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the board of directors, partners, or appropriate committees thereof (and, if required by such opinions Organic Documents or applicable law, of counsel the shareholders, members or partners) of such Person authorizing the actions and other the execution and delivery of documents described in this Section 10.1.9, all certified by the applicable Governmental Authority or appropriate officer as the Collateral Agent shall request may elect; and (e) with respect thereto; providedto any Subsidiary to become a Borrower hereunder, howeverwithin three (3) Business Days prior to becoming a Borrower, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement all “know-your-customer” and agrees that all Pledged Equity listed on any updated Schedule delivered customer due diligence documentation satisfactory to the Collateral Lenders to the extent such information is requested by the Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that or the pledge Lenders reasonably promptly after written notice to the Agent of the shares proposed joinder of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockBorrower.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower, or acquires upon the Borrower or any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall promptly notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this Agreementthe Subsidiary Guaranty and a supplement to the Subsidiary Security and Pledge Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property having a Domestic Subsidiaryvalue in excess of $1,000,000, cause such a Mortgage), together with acknowledgment copies of Uniform Commercial Code financing statements (Form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security and Pledge Agreement or a Mortgage, as the case may be (ivother than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Subsidiary); and (b) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Security Agreement certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a securities intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Security Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Subsidiary Security and Pledge Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Security Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower, or acquires upon the Borrower or any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Agents, with counterparts for each Lender, a supplement to this Agreementthe Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property with a Domestic Subsidiaryfair market value in excess of $100,000, cause such a Mortgage), together with acknowledgment copies of Uniform Commercial Code financing statements (Form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Obligations in favor Agents, desirable to perfect the security interest of the Collateral Facility Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Facility Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Facility Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, (x) no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Guaranty or a supplement to the pledge Security Agreement, and (y) the Borrower or any U.S. Subsidiary of the shares Borrower shall only be required to deliver in pledge pursuant to a Pledge Agreement not in excess of 65% of the total combined voting power of all classes of Capital Stock acquired of a direct Non-U.S. Subsidiary entitled to vote. (a) SECTION FUTURE LEASED PROPERTY AND FUTURE ACQUISITIONS OF REAL PROPERTY; FUTURE ACQUISITION OF OTHER PROPERTY. Prior to entering into any new lease of real property or renewing any existing lease of real property following the Closing Date, the Borrower shall, and shall cause each of its U.S. Subsidiaries to, use its best efforts (which shall not require the expenditure of cash or the making of any material concessions under the relevant lease) to deliver to the Facility Agent a Waiver executed by the lessor of any real property that is to be leased by the Borrower or such U.S. Subsidiary for a Grantor term in excess of Foreign one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to the Facility Agent's, to the extent the value of any personal property of the Borrower or its U.S. Subsidiaries to be held at such leased property exceeds (or it is anticipated that the value of such personal property will, at any point in time during the term of such leasehold term, exceed) $100,000. (b) In the event that the Borrower or any of its U.S. Subsidiaries shall acquire any real property having a value as determined in good faith by the Facility Agent in excess of $100,000 in the aggregate, the Borrower or the applicable U.S. Subsidiary shall, promptly after such acquisition, execute a Mortgage and provide the Agents with (i) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be supplemented necessary or, in the reasonable opinion of the Agents, desirable effectively to create a valid, perfected first priority Lien, subject to Liens permitted by one or more separate pledge agreementsSECTION 7.2.3 (or, deeds of pledgein the event SECTION 7.2 is no longer applicable, share chargesSECTION 7.3.3), or other similar agreements or instruments, executed and delivered by against the relevant Grantor properties purported to be covered thereby; (ii) mortgagee's title insurance policies in favor of the Collateral AgentFacility Agent and the Lenders in amounts and in form and substance and issued by insurers, which pledge agreements will provide for reasonably satisfactory to the pledge Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as permitted under SECTION 7.2.3 (or, in the event SECTION 7.2 is no longer applicable, SECTION 7.3.3) or as approved by the Agents, and such shares of Capital Stock in accordance with policies shall also include a revolving credit endorsement and such other endorsements as the laws Agents shall request and shall be accompanied by evidence of the applicable foreign jurisdiction. With respect payment in full of all premiums thereon; and (iii) such other approvals, opinions, or documents (including without limitation a Waiver in form and substance satisfactory to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in Agents executed by the perfection of the Lien created in such shares of Capital Stock.mortgagor or

Future Subsidiaries. If (a) Notify Agent within five Business Days (or such later date as agreed to by Agent) of any Grantor hereafter creates or acquires any Person becoming a Subsidiary and cause such Subsidiary (other than an Excluded Subsidiary, simultaneously with the creation or acquisition ) within 30 days of such notice being delivered to Agent (or such longer period as the Agent may reasonably agree) to guaranty the Obligations and to execute and deliver such documents (including with respect to any and all applicable “know your customer” requirements, which information shall be delivered to Agent and the Lenders prior to such Subsidiary being joined as a party hereto), instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets (other than Excluded Assets) of such Person, including delivery of a Perfection Certificate, and such legal opinions, each in form and substance reasonably satisfactory to Agent, as it shall deem appropriate. If at any time any Subsidiary that is an Excluded Subsidiary as of the Effective Date, shall cease to be an Excluded Subsidiary, such Grantor Subsidiary shall be required, no later than 30 days after the delivery of the financial statements pursuant to Section 10.1.2(b) hereof reflecting such occurrence, to guaranty the Obligations in accordance with this Section 10.1. (ib) if Upon the acquisition of any property (other than Excluded Collateral) by a Borrower, which property, in the reasonable judgment of the Agent, is not already subject to a perfected Lien in favor of the Agent for the benefit of the Secured Parties (and where such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to perfected Lien would be required in accordance with the terms of this Agreement or the other Security Documents), the Borrowers shall, in each case at the Borrowers’ expense, execute and deliver any and all further instruments and documents and take all such other action as an additional “Grantor” hereunderthe Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, (ii) deliver to the Collateral Agent updated Schedules to this Agreementor in perfecting and preserving Liens over, as appropriate such property (including, without limitation, an updated Schedule IV supplements to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such GrantorSecurity Documents and other security agreements), (iii) if such Subsidiary is a Domestic Subsidiaryin each case, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable subject to the Collateral Agent, (iv) deliver to terms and conditions otherwise set forth in the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request Loan Documents with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded class of Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If After the Effective Date, upon any Grantor hereafter creates Person becoming a direct or acquires indirect Subsidiary of Aegis, or upon Aegis, the Borrower or any Subsidiaryof their respective Subsidiaries acquiring additional Capital Stock of any existing Subsidiary of Aegis, simultaneously with the creation Borrower or acquisition any of their respective Subsidiaries, Aegis or the Borrower, as the case may be, shall notify the Administrative Agent of such Subsidiaryacquisition, such Grantor and (a) in the case of U.S. Subsidiaries, either Aegis or the Borrower, as appropriate, shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this Agreementthe Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property, a Domestic SubsidiaryMortgage), cause such together with acknowledgment copies of Uniform Commercial Code financing statements (form U.C.C.-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) deliver either Aegis or the Borrower, as appropriate, shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by Aegis or the Borrower or any other Subsidiary of Aegis or the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Administrative Agent shall request with respect theretomay reasonably require; provided, howeverthat notwithstanding the foregoing, that no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder Subsidiary Guaranty or a supplement to the Subsidiary Security Agreement, nor will Aegis, the Borrower or any of their respective Subsidiaries be considered Collateral. The Grantors agree that the required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the shares total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary entitled to vote, if Aegis or the Borrower, as the case may be supplemented by one or more separate pledge agreementsbe, deeds of pledge, share charges, or other similar agreements or instruments, executed and has delivered by evidence satisfactory to the relevant Grantor Administrative Agent that such actions would result in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect material adverse tax consequences to such shares of Capital StockAegis, the Collateral Agent may, at Borrower and their respective Subsidiaries (after giving effect to the utilization of any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockavailable tax credits).

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such SubsidiarySubsidiary owned by the Company or any of its Subsidiaries (other than Foreign Subsidiaries), along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated revised Schedules to this Agreement, as appropriate (including, without limitation, an updated a revised Schedule IV to reflect the grant by such Grantor of a Lien lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, and (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions of counsel and other documents, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall reasonably request with respect thereto; provided, however, that no Grantor shall be required pledge Capital Stock in excess of shares representing 100% of the nonvoting Capital Stock and 66% of the total combined voting power of all classes of Capital Stock entitled to pledge vote of any Excluded Collateraland all Persons now or hereafter existing which would constitute a Foreign Subsidiary thereof if such action would result in material adverse, incremental tax liabilities to such Grantor under Section 956 of the IRC. Each Grantor hereby authorizes the Collateral Agent to attach such updated revised Schedules to this Agreement and agrees that all Pledged Equity listed on any updated revised Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If (A) any Inactive Subsidiary shall, after the date hereof, acquire any assets, incur any liabilities or engage in any business, simultaneously with the acquisition of such assets, incurrence of such liabilities or undertaking of such business, or (B) any Grantor shall hereafter creates create or acquires acquire any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall Grantors (i) if such Subsidiary is a Domestic Subsidiary, shall cause such Inactive Subsidiary or Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) shall deliver to the Collateral Agent updated revised Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)appropriate, (iii) if such Subsidiary is a Domestic Subsidiary, shall cause such Inactive Subsidiary or Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance reasonably acceptable to the Collateral Agent, and (iv) deliver shall cause such Inactive Subsidiary or Subsidiary to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentdeliver such opinions of counsel and other documents, in form and substance reasonably acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall reasonably request with respect thereto; provided, however, that no Grantor shall be required pledge Capital Stock in excess of shares representing 100% of the nonvoting Capital Stock and 65% of the total combined voting power of all classes of Capital Stock entitled to pledge vote of any Excluded Collateraland all Persons now or hereafter existing who is a Subsidiary organized under the laws of a jurisdiction other than the United States, any states thereof or the District of Columbia (a “Foreign Subsidiary”), if such action would result in material adverse, incremental tax liabilities to such Grantor under Section 956 of the IRC. Each Grantor hereby authorizes the Collateral Agent to attach such updated revised Schedules to this Agreement and agrees that all Pledged Equity listed on any updated revised Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the ------------------- Closing Date, a Subsidiary of the Borrower, or acquires upon the Borrower or any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Agents, with counterparts for each Lender, a supplement to this Agreementthe Guaranty and a Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property with a Domestic Subsidiaryfair market value in excess of $500,000, cause such a Mortgage), together with acknowledgment copies of Uniform Commercial Code financing statements (Form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Obligations in favor Agents, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be (ivother than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Subsidiary); and (b) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. -------- ------- Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Guaranty or a supplement to the pledge Security Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all or 65%, as applicable, of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If a. Promptly notify Agent upon any Grantor hereafter creates or acquires any SubsidiaryPerson becoming a Subsidiary and, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary Person is a Domestic SubsidiarySubsidiary (other than an Insignificant Subsidiary or a Person otherwise excluded from the definition of Guarantor), cause such Subsidiary it to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in a manner satisfactory to Agent by executing and delivering the Joinder Agreement attached hereto as Exhibit D and such other documents, instruments and agreements reasonably requested by Agent and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such SubsidiaryPerson, along with undated stock powers for each including delivery of such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentlegal opinions, in form and substance acceptable reasonably satisfactory to the Collateral Agent, such opinions as it shall deem appropriate. At the Borrower Agent’s request, any Subsidiary referred to herein can be designated a Borrower rather than a Guarantor as provided in the Joinder Agreement. No Property of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor any Subsidiary referred to herein shall be required permitted to pledge any Excluded Collateral. Each Grantor hereby authorizes be included in the Collateral Borrowing Base until Agent to attach such updated Schedules to this Agreement has received and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by approved, in its Credit Judgment, (A) a Grantor of Foreign Subsidiary may be supplemented by one collateral examination or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance audit with the laws of the applicable foreign jurisdiction. With respect to such shares Property, including an appraisal by an independent appraisal firm reasonably acceptable to Agent, (B) all UCC, PPSA or other search results necessary to confirm Agent’s first priority Lien (subject to Liens permitted with respect to Eligible Accounts and Eligible Inventory by the respective definition thereof) on all of Capital Stocksuch Property, the Collateral and (C) such customary certificates (including a solvency certificate), resolutions, financial statements, legal opinions, and other documentation as Agent maymay reasonably request (including as required by Sections 10.1.1 and 10.1.11). b. If, at any time and from time to timetime after the Closing Date, in its sole discretion, take actions in such foreign jurisdictions any Subsidiary that will result in the perfection is not an Obligor because it is an Insignificant Subsidiary (i) ceases to be an Insignificant Subsidiary as of the Lien created end of the most recently ended Fiscal Quarter or (ii) is requested in writing by the Borrower Agent to be an Obligor under the Loan Documents, such shares Subsidiary shall become an Obligor pursuant to the terms hereof, and the Borrower Agent and the other Obligors shall, not later than forty-five (45) days after the end of Capital Stocksuch Fiscal Quarter, cause such Subsidiary to become an Obligor and to execute all applicable documents in respect thereof as required by clause (a) above.

Future Subsidiaries. If Each of the Borrower and each Parent Guarantor hereby covenants and agrees that, upon any Grantor hereafter creates Person becoming, after the Amendment Effective Date, a Subsidiary of the Borrower, or acquires (in the case of clause (b) below only) upon the Borrower or any Subsidiary acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules to this AgreementAdministrative Agent, as appropriate with counterparts for each Lender, a Subsidiary Guaranty (including, without limitation, an updated Schedule IV to reflect or a supplement thereto in the grant by such Grantor form of a Lien on all Pledged Equity now or hereafter owned by such Grantorthe exhibit thereto), the Subsidiary Security Agreement (iiior a supplement thereto in the form of the exhibit thereto) (and, if such Subsidiary is owns any real property, a Domestic SubsidiaryMortgage) and a Perfection Certificate, cause such together with Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be; and (ivb) the Borrower shall promptly deliver the Borrower Pledge Agreement to the Collateral Agents, duly executed and delivered by an Authorized Officer of the Borrower (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, the Subsidiary Pledge Agreement to the Agents, duly executed and delivered by an Authorized Officer of the relevant Subsidiary (unless so executed and delivered previously), and shall promptly deliver, or cause to be delivered, to the Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities or are held through a financial intermediary, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Foreign Subsidiary shall be required to pledge execute and deliver (x) a Mortgage or the Subsidiary Security Agreement (or a supplement thereto) or (y) the Subsidiary Guaranty (or a supplement thereto) in the event that such execution and delivery thereof would result in a material increase in tax or similar liabilities for the Borrower and its Subsidiaries, on a consolidated basis, nor will the Borrower or any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Subsidiary may be supplemented by one entitled to vote in the event that such pledge would result in a material increase in tax or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide liabilities for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital StockBorrower and its Subsidiaries, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockon a consolidated basis.

Future Subsidiaries. If Upon any Grantor hereafter creates or acquires any Person becoming, after the Closing Date, a Restricted Subsidiary, simultaneously with or upon the creation Borrower or acquisition any Restricted Subsidiary acquiring additional Capital Stock of any existing Restricted Subsidiary, the Borrower shall promptly notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Restricted Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this the Subsidiary Guaranty and a supplement to the Subsidiary Pledge and Security Agreement, together with acknowledgment copies of UCC financing statements (Form UCC-1) executed and delivered by the Restricted Subsidiary naming the Restricted Subsidiary as appropriate (includingthe debtor and the Administrative Agent as the secured party, without limitationor other similar instruments or documents, an updated Schedule IV to reflect filed under the grant by such Grantor of a Lien on UCC in all Pledged Equity now or hereafter owned by such Grantor)jurisdictions as may be necessary or, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Pledge and Security Agreement (other than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Restricted Subsidiary); and (b) the Borrower shall promptly deliver, (iv) deliver or cause to be delivered, to the Collateral Administrative Agent the stock under a supplement to a Pledge Agreement certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such Restricted Subsidiary or Foreign Subsidiary owned by the Borrower or any Restricted Subsidiary, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a securities intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably request; provided, however, that notwithstanding the foregoing, no Grantor Foreign Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a supplement to the Collateral Agent shall for all purposes hereunder Subsidiary Guaranty or a supplement to the Subsidiary Pledge and Security Agreement, nor will the Borrower or any Restricted Subsidiary be considered Collateral. The Grantors agree that the required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the shares total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect entitled to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockvote.

Future Subsidiaries. If (a) Notify Agent within five Business Days (or such later date as agreed to by Agent) of any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Person becoming a Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect upon the grant by such Grantor formation of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such any Subsidiary that is a Domestic Subsidiary, Division Successor) and cause such Subsidiary (other than an Excluded Subsidiary) within 30 days of such notice being delivered to duly Agent (or such longer period as the Agent may reasonably agree) to guaranty the Obligations and to execute and deliver such documents (including with respect to any and all applicable “know your customer” requirements, which information shall be delivered to Agent and the Lenders prior to such Subsidiary being joined as a guaranty party hereto), instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets (other than Excluded Assets) of such Person, including delivery of a Perfection Certificate, and such legal opinions, each in form and substance reasonably satisfactory to Agent, as it shall deem appropriate. If at any time any Subsidiary that is an Excluded Subsidiary as of the Effective Date, shall cease to be an Excluded Subsidiary, such Subsidiary shall be required, no later than 30 days after the delivery of the financial statements pursuant to Section 10.1.2(b) hereof reflecting such occurrence, to guaranty the Obligations in accordance with this Section 10.1. (b) Upon the acquisition of any property (other than Excluded Collateral) by a Borrower (including, without limitation, any acquisition pursuant to a Division) , which property, in the reasonable judgment of the Agent, is not already subject to a perfected Lien in favor of the Collateral Agent in form and substance acceptable to for the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all benefit of the Capital Stock of Secured Parties (and where such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and a perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall Lien would be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws terms of this Agreement or the applicable foreign jurisdiction. With other Security Documents), the Borrowers shall, in each case at the Borrowers’ expense, execute and deliver any and all further instruments and documents and take all such other action as the Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving Liens over, such property (including, without limitation, supplements to the Security Documents and other security agreements), in each case, subject to the terms and conditions otherwise set forth in the Loan Documents with respect to such shares any class of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.Collateral

Future Subsidiaries. If Upon (a) any Grantor hereafter creates Person (except for Cody LCI) becoming, from and after the Effective Date, either a direct or acquires indirect Domestic Material Subsidiary of the Borrower, (b) Cody LCI becoming a wholly-owned Subsidiary of the Borrower or (c) the Borrower acquiring additional Equity Interests of any existing Domestic Material Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Administrative Agent of such Subsidiarytransaction and, on or prior to the consummation of such Grantor shall transaction: (i) such Person shall become (if such Subsidiary is not already a Domestic Subsidiary, cause such Subsidiary to become party thereto) a party to this the Guaranty and Security Agreement as an additional “Grantor” hereunder, in a manner satisfactory to the Administrative Agent; (ii) deliver the Administrative Agent shall have received from each such Domestic Material Subsidiary certified copies of search reports certified by a party acceptable to the Collateral Agent updated Schedules Administrative Agent, dated a date reasonably near (but prior to) the date of any such Person becoming a direct or indirect Domestic Material Subsidiary of the Borrower, listing all effective financing statements, tax liens and judgment liens which name such Person as the debtor and which are filed in the jurisdictions in which filings are to be made pursuant to this AgreementAgreement and the other Loan Documents, and in such other jurisdictions as appropriate the Administrative Agent may reasonably request, together with copies of such financing statements (including, without limitation, an updated Schedule IV none of which (other than financing statements filed pursuant to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations terms hereof in favor of the Collateral Administrative Agent, if such search report is current enough to list such financing statements) shall cover any of the Collateral); and (iii) The Administrative Agent in form and substance shall have received from each such Domestic Material Subsidiary acknowledgment copies of properly filed Uniform Commercial Code financing statements or such other evidence of filing or delivery for filing as may be acceptable to the Collateral Administrative Agent, naming each such Domestic Material Subsidiary as the debtor and the Administrative Agent as the secured party, filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the first priority security interest (ivsubject to Liens permitted by Section 7.2.3) deliver of the Administrative Agent on the assets of such Domestic Material Subsidiary that is subject to the Guaranty and Security Agreement (including, with respect to any intellectual property, appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and with respect to assets located on leased property, a Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along Access Agreement). The foregoing shall be accompanied with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and other documentary evidence reasonably satisfactory to the Collateral Administrative Agent that evidences the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agentforegoing, in accordance with Sections 8-313, 8-321 and 9-115 including copies of the Code resolutions of the Board of Directors (or any other similar or local or foreign law that may be applicable)equivalent body) authorizing the relevant transactions, copies of such Domestic Material Subsidiary’s Organizational Documents, incumbency certificates, certificates as to compliance with the requirements of this Section 7.1.9, opinions of legal counsel and (v) duly execute and/or cause evidence of the insurance required to be delivered maintained pursuant to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockSection 7.1.4.

Future Subsidiaries. If Borrower shall, at its own expense promptly, and in any Grantor hereafter creates or acquires any Subsidiary, simultaneously with event within forty five (45) days after the creation formation or acquisition of any Domestic Subsidiary or Foreign Subsidiary (including, without limitation, (x) in connection with a Permitted Acquisition and (y) with respect to any such currently existing Subsidiary formed or acquired prior to the Closing Date, other than an Immaterial Subsidiary): (a) notify Agent of such event in writing, (b) cause each such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this the Guaranty and the Security Agreement as an and each other applicable Collateral Document in accordance with the terms thereof, execute additional “Grantor” hereunder, (ii) deliver to Collateral Documents if reasonably requested by Agent and amend the Collateral Agent updated Schedules to this Agreement, Documents as appropriate in light of such event to pledge to Agent (including, without limitation, an updated Schedule IV to reflect i) 100% of the grant by such Grantor equity securities of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if each such Subsidiary that is a Domestic Subsidiary, cause ; and (ii) 65% of the equity securities of each such Subsidiary that is a first-tier Foreign Subsidiary (provided that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by any Person of any additional equity securities in any such Foreign Subsidiary to duly Agent under the Collateral Documents would not result in adverse tax consequences to Borrower, then, promptly after the change in such laws, all such additional equity securities shall be so pledged under the Collateral Documents) and, except as set forth in any of the Collateral Documents, execute and deliver a guaranty all documents or instruments reasonably required thereunder or appropriate to perfect the security interest created thereby, (c) deliver (or use commercially reasonable efforts to cause the appropriate Person to deliver) to Agent all certificates and other instruments constituting Collateral thereunder free and clear of all adverse Liens accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by Agent to perfect Agent’s Lien in such Collateral consisting of equity securities in compliance with any applicable laws of jurisdictions outside of the Obligations United States of America), (d) cause each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by Agent to be filed, registered or recorded in order to create in favor of Agent a perfected, first-priority security interest in and Lien on the Collateral subject to (i) the Collateral Documents to be so filed, registered or recorded and evidence thereof delivered to Agent and (ii) Permitted Liens, (e) if requested by Agent, deliver an opinion of counsel in form and substance acceptable reasonably satisfactory to Agent with respect to each such new Domestic Subsidiary or Foreign Subsidiary, and/or the Collateral Agentpledge of the equity securities of each such Domestic Subsidiary and Foreign Subsidiary and the matters set forth in this Section 6.10, provided that this clause (ive) shall not apply with respect to Subsidiaries acquired or created in connection with a transaction where the aggregate consideration paid or invested was less than $20,000,000, and (f) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiarysame organization documents, along with undated stock powers for each such resolutions, certificates, executed in blank (or, if any lien searches and other matters with respect to such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code new Domestic Subsidiary or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause Foreign Subsidiary as required under Section 4.1 to be delivered with respect to Borrower on the Collateral Agentdate hereof, in form and substance acceptable reasonably satisfactory to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If (a) Upon any Grantor hereafter creates Person becoming, after ------------------- the Closing Date, a Future Pledged Foreign Subsidiary or acquires any a U.S. Subsidiary that is a Restricted Subsidiary, simultaneously with or upon the creation Borrower or acquisition any such Subsidiary acquiring additional Capital Stock of any existing Subsidiary that is a Restricted Subsidiary and a U.S. Subsidiary or a Future Pledged Foreign Subsidiary, the Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor shall and (i) the Borrower shall promptly cause such U.S. Subsidiary to execute and deliver to the Administrative Agent, with counterparts for each Lender, a supplement to the Subsidiary Guaranty and a supplement to the Subsidiary Pledge and Security Agreement (and, if such U.S. Subsidiary is owns any real property, to the extent required by clause (b) of Section 7.1.8, a Domestic Subsidiary---------- ------------- Mortgage), cause together with UCC financing statements (form UCC-1) executed and delivered by such U.S. Subsidiary naming such U.S. Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the UCC and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to become perfect the security interest of the Administrative Agent pursuant to the Subsidiary Pledge and Security Agreement or a party to this Agreement Mortgage, as an additional “Grantor” hereunder, the case may be (other than the perfection of security interests in motor vehicles); and (ii) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent updated Schedules to this Agreementunder a Pledge Agreement (as supplemented, as appropriate if necessary, by a Foreign Pledge Agreement or other supplement thereto) certificates (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iiiif any) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the issued and outstanding Capital Stock of such Subsidiary owned by the Borrower or any U.S. Subsidiary that is a Restricted Subsidiary, as the case may be, along with undated stock powers instruments of transfer for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock are uncertificatedof a U.S. Subsidiary subject thereto is comprised of uncertificated securities or is held through a securities intermediary, confirmation and evidence reasonably satisfactory the Administrative Agent shall have obtained "control" (as defined in the UCC applicable to the Collateral Agent that perfection of such securities) over such Capital Stock, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement, together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Foreign Subsidiary -------- ------- shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage or a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or the pledge Subsidiary Pledge and Security Agreement, nor will the Borrower or any U.S. Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the Capital Stock acquired by of a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital StockSubsidiary.

Future Subsidiaries. If (a) Promptly notify Agent upon any Grantor hereafter creates Person becoming a Material Subsidiary and, if such Person is or acquires any Subsidiarybecomes a Material Subsidiary after the Closing Date, simultaneously cause it to become a Guarantor under the Guaranty, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent (for the benefit of the Lenders and subject to the limitations set forth in Section 4.4(b)) on all assets of such Person that would constitute Collateral at such time, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate (and, if applicable, such policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage as Agent shall deem appropriate). Borrowers may elect, with the creation or acquisition written consent of such Subsidiarythe Agent (which consent shall not be unreasonably 127255152_10 withheld), such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, to cause such any Material Subsidiary to become a party Borrower hereunder (as opposed to a Guarantor) by executing a joinder to this Agreement in form and substance satisfactory to Agent and causing such Material Subsidiary to execute and deliver such documents, instruments and agreements and to take such other actions as an additional “Grantor” hereunder, Agent shall reasonably require to evidence and perfect a Lien in favor of Agent (ii) deliver for the benefit of Lenders and subject to the limitations set forth in Section 4.4(b)) on all assets of such Material Subsidiary that would constitute Collateral Agent updated Schedules to this Agreementat such time, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by delivery of such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)legal opinions, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute appraisals and deliver a guaranty of the Obligations in favor of the Collateral Agent filed examinations in form and substance acceptable satisfactory to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock as it shall deem appropriate. Within 10 days of such Subsidiary, along with undated stock powers for each formation or acquisition (or such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral later date as permitted by Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion) provide to Agent all other documentation, take actions which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. It is understood and agreed that the assets of a new Borrower shall not be eligible for advances until Agent has competed its due diligence on such foreign jurisdictions assets and the new Borrower with results satisfactory to the Agent and has advised the new Borrower in writing of Agent’s credit approval. (b) As required by Section 6(h)(i) of the Security Agreement (but subject to Section 4 of that will result certain Omnibus Amendment and Reaffirmation Agreement dated as of the Sixth Amendment Effective Date by and among Borrowers, Guarantors and Agent), if any Loan Party shall acquire, obtain, receive or become entitled to receive any Pledged Interests (as such term is defined in the perfection Security Agreement) with a value in excess of $5,000,000 after the Lien created Original Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such shares of Capital StockCollateral) deliver to Agent (or its agent or designee) a duly executed Pledged Interests Addendum (as such term is defined in the Security Agreement) identifying such Pledged Interests (as such term is defined in the Security Agreement).

Future Subsidiaries. If Borrower shall, at its own expense promptly, and in any Grantor hereafter creates or acquires any Subsidiary, simultaneously with event within forty five (45) days after the creation formation or acquisition of any Domestic Subsidiary or Foreign Subsidiary (including, without limitation, (x) in connection with a Permitted Acquisition or the Permitted SRS Acquisition and (y) with respect to any such Subsidiarycurrently existing Subsidiary formed or acquired prior to the Closing Date): (a) notify Agent of such event in writing, (b) cause each such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this the Guaranty and the Security Agreement as an and each other applicable Collateral Document in accordance with the terms thereof, execute additional “Grantor” hereunder, (ii) deliver to Collateral Documents if reasonably requested by Agent and amend the Collateral Agent updated Schedules to this Agreement, Documents as appropriate in light of such event to pledge to Agent for the ratable benefit of the Lenders (including, without limitation, an updated Schedule IV to reflect i) 100% of the grant by such Grantor equity securities of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if each such Subsidiary that is a Domestic Subsidiary, cause ; and (ii) 65% of the equity securities of each such Subsidiary that is a first-tier Foreign Subsidiary (provided that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by any Person of any additional equity securities in any such Foreign Subsidiary to duly Agent under the Collateral Documents would not result in adverse tax consequences to Borrower, then, promptly after the change in such laws, all such additional equity securities shall be so pledged under the Collateral Documents) and, except as set forth in any of the Collateral Documents, execute and deliver a guaranty all documents or instruments reasonably required thereunder or appropriate to perfect the security interest created thereby, (c) deliver (or use commercially reasonable efforts to cause the appropriate Person to deliver) to Agent all certificates and other instruments constituting Collateral thereunder free and clear of all adverse Liens accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by Agent to perfect Agent’s Lien in such Collateral consisting of equity securities in compliance with any applicable laws of jurisdictions outside of the Obligations United States of America), (d) cause each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by Agent to be filed, registered or recorded in order to create in favor of Agent for the ratable benefit of the Lenders a perfected, first-priority security interest in and Lien on the Collateral subject to (i) the Collateral Documents to be so filed, registered or recorded and evidence thereof delivered to Agent and (ii) Permitted Liens, (e) if requested by Agent, deliver an opinion of counsel in form and substance acceptable reasonably satisfactory to Agent with respect to each such new Domestic Subsidiary or Foreign Subsidiary, and/or the Collateral Agentpledge of the equity securities of each such Domestic Subsidiary and Foreign Subsidiary and the matters set forth in this Section 6.10, provided that this clause (ive) shall not apply with respect to Subsidiaries acquired or created in connection with a transaction where the aggregate consideration paid or invested was less than $20,000,000, and (f) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiarysame organization documents, along with undated stock powers for each such resolutions, certificates, executed in blank (or, if any lien searches and other matters with respect to such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code new Domestic Subsidiary or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause Foreign Subsidiary as required to be delivered with respect to Borrower on the Collateral Agentdate hereof, in form and substance acceptable reasonably satisfactory to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Without limiting the effect of any Grantor hereafter creates ------------------- restriction contained herein upon any Person becoming, after the Closing Date, either a direct or acquires indirect Subsidiary of the Borrower, or upon the Borrower acquiring additional Capital Stock or other ownership interests of any new or existing Subsidiary, simultaneously with if any Person shall become a Subsidiary after the creation or acquisition of Closing Date; (a) such Person (unless such Person is the German Subsidiary, such Grantor in which case the provisions of Section 5.30(b) shall apply) shall become a --------------- party to (i) if such a guaranty in substantially the form of the provisions of the guaranty contained in the Subsidiary is a Domestic SubsidiaryGuaranty Agreement, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, and (ii) deliver a security agreement in substantially the form of the U.S. Subsidiary Security Agreement, in either case, with such modifications as the Administrative Agent may reasonably request or consent to, in a manner reasonably satisfactory to the Collateral Agent updated Schedules Administrative Agent; (b) the Borrower shall pledge or cause to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable be pledged to the Collateral Agent, (iv) deliver to the Collateral Administrative Agent the stock certificates representing all of the outstanding shares of such Capital Stock or other ownership interests of such SubsidiarySubsidiary owned directly by it, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock or other ownership interests are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, Administrative Agent in accordance with Sections Section 8-313, 313 and Section 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that which may be applicable); (c) the Administrative Agent shall have received from each such Subsidiary, (other than any newly formed Subsidiary) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the date of any such Person becoming a direct or indirect Subsidiary, listing all effective financing statements, tax liens and judgment liens which name such Person as the debtor and which are filed in the jurisdictions in which filings are to be made pursuant to this Agreement and the other Loan Documents, and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements (vnone of which (other than financing statements (i) duly execute and/or cause filed pursuant to the terms hereof in favor of the Administrative Agent, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements, (ii) being terminated pursuant to termination statements that are to be delivered on or prior to the Collateral date such Person becomes such Subsidiary or (iii) in respect of protective filings or Liens permitted under Section 6.02) shall cover any of the Collateral); and ------------ (d) the Administrative Agent shall have received from each such Subsidiary executed copies of U.C.C. financing statements (or equivalent instruments) naming each such Subsidiary as the debtor and the Administrative Agent as the secured party, suitable for filing under the U.C.C. (or the foreign equivalent) of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent pursuant to the security agreement entered into by such Subsidiary in such types of collateral as were perfected with respect to other Subsidiaries as of the Closing Date, together, in each case, with such opinions of legal counsel for the Borrower relating thereto as the Administrative Agent shall reasonably request, which legal opinions shall be in form and substance acceptable reasonably satisfactory to the Collateral Administrative Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Promptly notify Agents upon any Grantor hereafter creates Person becoming a Subsidiary of a Borrower or acquires a Subsidiary of any Subsidiary, simultaneously with the creation or acquisition of such SubsidiaryBorrower’s Subsidiaries, such Grantor shall (i) and, if such Subsidiary Person is a Domestic U.S. Subsidiary or a Canadian Subsidiary, cause such Subsidiary it, within ten (10) Business Days after its formation or acquisition, to become guaranty the Obligations in a party manner satisfactory to this Agreement as an additional “Grantor” hereunderAgents (or alternatively, (ii) deliver to at the Collateral Agent updated Schedules to this Agreementelection of Agents, as appropriate (including, without limitation, an updated Schedule IV to reflect in the grant by such Grantor case of a Lien on all Pledged Equity now or hereafter owned by such GrantorU.S. Subsidiary, to be joined as a U.S. Borrower hereunder), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary and to duly execute and deliver such documents, instruments and agreements and to take such other actions as Agents shall require to evidence and perfect a guaranty of the Obligations Lien in favor of the Collateral Applicable Agent (for the benefit of Secured Parties) on all assets of such Person, including delivery of such legal opinions, in form and substance satisfactory to Agents, as Agents shall deem appropriate. In addition, subject to the limitations set forth in the Security Agreement, each Borrower shall, or shall cause the applicable Obligor within ten (10) Business Days after the formation or acquisition of any new Subsidiary, to, pursuant to documentation acceptable to the Collateral AgentAgents, (iv) deliver pledge to the Collateral Applicable Agent (for the stock certificates representing benefit of Secured Parties), all of the Capital Stock outstanding Equity Interests of each new Subsidiary owned directly by such SubsidiaryBorrower or other Obligor, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock Equity Interests are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Applicable Agent, for the benefit of Secured Parties, in accordance with Sections 8-313, 8-321 106 and 9-115 106 of the Code UCC, the PPSA or any other similar or local or foreign law that may be applicableApplicable Law), and (v) duly execute and/or cause to be delivered . Notwithstanding anything to the Collateral Agentcontrary contained herein in or in the other Loan Documents, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent U.S. Obligors shall request with respect thereto; provided, however, that no Grantor shall be required to not pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge more than 65% of the shares of Capital Stock acquired by a Grantor of voting Equity Interests in any Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockas Collateral.

Future Subsidiaries. If At any Grantor hereafter creates time and from time to time when any Loan Party proposes to form or acquires acquire any Subsidiary subsequent to the Closing Date, the Borrower shall give written notice thereof to the Agent reasonably in advance of (and in no event less than thirty (30) days prior to) the formation or acquisition of such Subsidiary. Prior to, simultaneously with or concurrently with, the creation formation or acquisition of such Subsidiary, the Borrower shall provide the Agent with true and complete copies of the Organic Documents of such Grantor Subsidiary and a written notice stating, with respect to such Subsidiary, (a) its proper legal name, (b) its jurisdiction of incorporation or formation, (c) the jurisdictions (if any) in which it is qualified or is required to be qualified to do business as a foreign entity, (d) the number of shares of Capital Stock and (e) the record owners of such outstanding Capital Stock. The Borrower shall cause such new Subsidiary to, contemporaneously with the formation or acquisition of such new Subsidiary execute and deliver (i) if a joinder to the Loan Party Guaranty as a guarantor thereunder (and/or such Subsidiary is a Domestic Subsidiary, cause such Subsidiary other guaranty of all of the Obligations required by the Agent) in form and substance satisfactory to become a party to this Agreement as an additional “Grantor” hereunderthe Agent in the Agent’s Discretion, (ii) deliver a joinder to the Collateral Agreement (and/or such other Security Documents required by the Agent) as a grantor thereunder (with completed perfection certificate) in form and substance satisfactory to the Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect in the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor)Agent’s Discretion, (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary joinder to duly execute and deliver the Intercompany Subordination Agreement as a guaranty of the Obligations in favor of the Collateral Agent Subordinated Creditor in form and substance acceptable satisfactory to the Collateral Agent in the Agent’s Discretion, and (iv) deliver to other Security Documents and Loan Documents as required by Agent in the Collateral Agent the stock certificates representing Agent’s Discretion, all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may which must be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable satisfactory to the Collateral Agent in the Agent, such ’s Discretion and to the extent required by the Agent must be accompanied by legal opinions of counsel and other documents as in form and substance satisfactory to the Collateral Agent in the Agent’s Discretion. Notwithstanding the foregoing, this Section 5.10 shall request with respect thereto; provided, however, that no Grantor shall be required to pledge not limit any Excluded Collateral. Each Grantor hereby authorizes of the Collateral Agent to attach such updated Schedules to other provisions of this Agreement and agrees or of any other Loan Document that all Pledged Equity listed on restrict the Loan Parties from forming or otherwise acquiring any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered CollateralSubsidiary. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.LEGAL02/39661241v2LEGAL02/39709302v6

Future Subsidiaries. If (a) Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Future Pledged Foreign Subsidiary or acquires any a U.S. Subsidiary that is a Restricted Subsidiary, simultaneously with or upon the creation Borrower or acquisition any such Subsidiary acquiring additional Capital Stock of any existing Subsidiary that is a Restricted Subsidiary and a U.S. Subsidiary or a Future Pledged Foreign Subsidiary, the Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor shall and (i) the Borrower shall promptly cause such U.S. Subsidiary to execute and deliver to the Administrative Agent, with counterparts for each Lender, a supplement to the Subsidiary Guaranty and a supplement to the Subsidiary Pledge and Security Agreement (and, if such U.S. Subsidiary is owns any real property, to the extent required by CLAUSE (b) of SECTION 7.1.8, a Domestic SubsidiaryMortgage), cause together with UCC financing statements (form UCC-1) executed and delivered by such U.S. Subsidiary naming such U.S. Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the UCC and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to become perfect the security interest of the Administrative Agent pursuant to the Subsidiary Pledge and Security Agreement or a party to this Agreement Mortgage, as an additional “Grantor” hereunder, the case may be (other than the perfection of security interests in motor vehicles); and (ii) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent updated Schedules under a Pledge Agreement (as supplemented, if necessary, by a Foreign Pledge Agreement or other supplement thereto) certificates (if any) representing all of the issued and outstanding Capital Stock of such Subsidiary owned by the Borrower or any U.S. Subsidiary that is a Restricted Subsidiary, as the case may be, along with undated instruments of transfer for such certificates, executed in blank, or, if any Capital Stock of a U.S. Subsidiary subject thereto is comprised of uncertificated securities or is held through a securities intermediary, the Administrative Agent shall have obtained "control" (as defined in the UCC applicable to this the perfection of such securities) over such Capital Stock, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in favor of the Administrative Agent pursuant to the terms of a Pledge Agreement, together, in each case, with such opinions, in form and substance and from counsel satisfactory to the Agents, as appropriate (includingthe Agents may reasonably require; PROVIDED, without limitationHOWEVER, an updated Schedule IV that notwithstanding the foregoing, no Foreign Subsidiary shall be required to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty Mortgage or a supplement to the Subsidiary Guaranty or the Subsidiary Pledge and Security Agreement, nor will the Borrower or any U.S. Subsidiary of the Obligations Borrower be required to deliver in favor pledge pursuant to a Pledge Agreement in excess of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all 65% of the Capital Stock of such a Foreign Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Effective Date, either a direct or acquires indirect Subsidiary of Holdings or the Borrower, or upon Holdings or the Borrower acquiring additional capital stock of any existing Subsidiary, simultaneously with Holdings or the creation or acquisition Borrower, as the case may be, shall notify the Agent of such Subsidiaryacquisition and, on or prior to the consummation of such Grantor shall acquisition, (ia) such Person shall, if such it is not an Excluded Foreign Subsidiary is and not already a Domestic Subsidiaryparty to any of the following, cause such Subsidiary to become a party to this the Subsidiary Guaranty, the Pledge Agreement as an additional “Grantor” hereunder, (ii) deliver and the Security Agreement in a manner satisfactory to the Collateral Agent updated Schedules and, if such Person maintains any bank accounts at a financial institution other than the Agent, such Person shall be subject to this a Collection Account Agreement in the form of Exhibit I attached hereto; (b) Holdings, the Borrower and each such Subsidiary that is not an Excluded Foreign Subsidiary, shall, pursuant to the Pledge Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable pledge to the Collateral Agent, : (ivi) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock outstanding shares of such capital stock of such Subsidiary owned directly by it (but, in the case of a Foreign Subsidiary, not more than 66% of the capital stock of such Foreign Subsidiary shall be so pledged), along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, Agent in accordance with Sections 8-313, 8-321 and 9-115 of the Code U.C.C. or any other similar or local or foreign law that which may be applicable), ; and (ii) all notes evidencing intercompany Indebtedness in favor of the Borrower and each such Subsidiary (v) duly execute and/or cause to which shall be delivered in the form of Exhibit A to the Collateral AgentPledge Agreement), in form and substance as the case may be; (c) the Agent shall have received from each such Subsidiary that is not an Excluded Foreign Subsidiary certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near (but prior to) the date of any such opinions Person becoming a direct or indirect Subsidiary of counsel Holdings or the Borrower, listing all effective financing statements, tax liens and other documents judgment liens which name such Person as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall debtor and which are filed in the jurisdictions in which filings are to be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules made pursuant to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered the other Loan Documents, and in such other jurisdictions as the Agent may reasonably request, together with copies of such financing statements (none of which (other than financing statements filed pursuant to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor terms hereof in favor of the Collateral Agent, which pledge agreements will provide if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral); and (d) the Agent shall have received from each such Subsidiary that is not an Excluded Foreign Subsidiary, acknowledgment copies of properly filed U.C.C. financing statements or such other evidence of filing or delivery for filing as may be acceptable to the pledge Agent, naming each such Subsidiary as the debtor and the Agent as the secured party, filed under the U.C.C. of all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the first priority security interest of the Agent of the assets of such shares of Capital Stock in accordance Subsidiary that is subject to the Security Agreement, together with evidence satisfactory to the laws Agent of the applicable foreign jurisdiction. With respect to such shares filing (or delivery for filing) of Capital Stockappropriate trademark, the Collateral Agent maycopyright and patent security supplements, at any time and from time to timetogether, in its sole discretioneach case, take actions in with such foreign jurisdictions that will result in opinions of legal counsel for Holdings or the perfection of the Lien created in such shares of Capital Stock.Borrower

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower (including pursuant to a Permitted Acquisition), or acquires any upon a Subsidiary of the Borrower that was previously not a Material Subsidiary becoming a Material Subsidiary, simultaneously with or upon the creation Borrower or acquisition any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, the Borrower shall notify the Agents of such Subsidiaryevent, such Grantor and (a) the Borrower shall promptly (ibut in any event within 10 days) if cause each such Subsidiary that is a Domestic Subsidiary, cause such U.S. Subsidiary and a Material Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agents, with counterparts for each Lender, a supplement to the Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, if such Material Subsidiary owns or leases any real property with a fair market value in excess of $2,000,000 a Mortgage, to be delivered within 60 days), together with acknowledgment copies of all Form UCC-1s executed and delivered by such Material Subsidiary naming it as the debtor and the Administrative Agent updated Schedules as the secured party, or other similar instruments or documents, filed under the UCC and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Agents, desirable to this Agreementperfect the security interest of the Administrative Agent pursuant to the Subsidiary Security Agreement or a Mortgage, as appropriate the case may be; and (includingb) the Borrower shall promptly deliver, without limitationor cause to be delivered, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, Administrative Agent under a Pledge Agreement (ivor a supplement thereto) deliver to the Collateral Agent the stock certificates (if any) representing all of the issued and outstanding shares of Capital Stock of any such SubsidiarySubsidiary that is a Material Subsidiary owned by the Borrower or any U.S. Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel reasonably satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Security Agreement, nor will the Borrower or any U.S. Subsidiary of the shares Borrower be required to deliver a pledge pursuant to a Pledge Agreement or a supplement thereto in excess of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor 65% of the Collateral Agent, which outstanding voting stock of any Non-U.S. Subsidiary to the extent any such pledge agreements will provide for could be reasonably expected to result in an increase in the pledge amount of such shares of Capital Stock in accordance with United States federal income tax attributable to the laws operations of the applicable foreign jurisdiction. With respect to such shares Borrower and its Subsidiaries arising from the operation of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection Section 956 of the Lien created in such shares of Capital StockCode.

Future Subsidiaries. If Upon any Grantor hereafter creates Person becoming, after the Closing Date, a Subsidiary of the Borrower, or acquires upon the Borrower or any Subsidiary acquiring additional Capital Stock of any existing Subsidiary, simultaneously with the creation or acquisition Borrower shall notify the Agents of such Subsidiaryacquisition, such Grantor and (a) the Borrower shall (i) if such Subsidiary is a Domestic Subsidiary, promptly cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) execute and deliver to the Collateral Agent updated Schedules Administrative Agent, with counterparts for each Lender, a supplement to this Agreementthe Subsidiary Guaranty and a supplement to the Subsidiary Security Agreement (and, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is owns any real property, a Domestic SubsidiaryMortgage), cause such together with acknowledgement copies of Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary to duly execute naming the Subsidiary as the debtor and deliver a guaranty the Administrative Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the opinion of the Obligations in favor Administrative Agent, desirable to perfect the security interest of the Collateral Administrative Agent in form and substance acceptable pursuant to the Collateral AgentSubsidiary Security Agreement or a Mortgage, as the case may be (ivother than the perfection of security interests in motor vehicles owned as of the date such entity becomes a Subsidiary); and (b) deliver the Borrower shall promptly deliver, or cause to be delivered, to the Collateral Administrative Agent the stock under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and outstanding shares of Capital Stock of such SubsidiarySubsidiary owned by the Borrower or any Subsidiary of the Borrower, as the case may be, along with undated stock powers for each such certificates, executed in blank (blank, or, if any such shares of Capital Stock securities subject thereto are uncertificateduncertificated securities, confirmation and evidence reasonably satisfactory to the Collateral Agent Agents that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such uncertificated securities has been transferred favor of the Administrative Agent pursuant to and perfected by the Collateral Agentterms of a Pledge Agreement; together, in accordance each case, with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agentsuch opinions, in form and substance acceptable and from counsel satisfactory to the Collateral AgentAgents, such opinions of counsel and other documents as the Collateral Agent shall request with respect theretoAgents may reasonably require; provided, however, that notwithstanding the foregoing, no Grantor Non-U.S. Subsidiary shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement execute and agrees that all Pledged Equity listed on any updated Schedule delivered deliver a Mortgage, a supplement to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that Subsidiary Guaranty or a supplement to the pledge Security Agreement, nor will the Borrower or any Subsidiary of the shares Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock acquired by of a Grantor of Foreign Non-U.S. Subsidiary may be supplemented by one entitled to vote in the event that such pledge would result in a material increase in tax or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide liabilities for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital StockBorrower and its Subsidiaries, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stockon a consolidated basis.