Common use of Material Subsidiaries Clause in Contracts

Material Subsidiaries. (a) In the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (aThe Compliance Certificate required in Section 6.1(d) In delivered by the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates Parent to the extent such equity interests are certificated (or other evidence Administrative Agent shall include a list of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Material Subsidiaries as of the last day of the Fiscal Quarter most recent fiscal year recently ended (and specifying the percentage of Consolidated Total Assets and Consolidated gross revenues represented by each such Material Subsidiary (calculated in accordance with the definition of “Material Subsidiaries” and this Section 7.15)) so that as of the Borrower last day of any Fiscal Quarter for which the Borrower has delivered audited financial statements most recently ended Test Period, (a) the revenues of all such designated Material Subsidiaries, in the aggregate with the Parent and all other Material Subsidiaries, account for or contribute at least 80% of Consolidated gross revenues of the Parent and its Subsidiaries as of such date and (2b) such list includes each Subsidiary the aggregate amount assets of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20which were at least 5% of the total Consolidated gross revenues or at least 5% of such Borrower the Consolidated Total Assets of the Parent and its Subsidiaries for as of such date. In absence of a different designation by the Parent on any subsequent date, the designation of Material Subsidiaries most recent fiscal year of Borrowers for which recently made by the Borrowers have delivered audited financial statements and such Borrower shallParent shall continue in effect. Notwithstanding anything herein to the contrary, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) no Subsidiary of the ownership interests in such foreign Parent designated at any time as a Material Subsidiary owned by such Borrower may have its designation removed, released, revoked or modified without the prior consent of all the Lenders, other than (x) pursuant to a pledge agreement substantially in merger, consolidation or amalgamation subject to Section 8.7 or (y) any Subsidiary not required to be included as a Material Subsidiary pursuant to the form first sentence of this Section 7.15. Notwithstanding anything contained herein to the Stock Pledge Agreement; (ii) deliver contrary, for purposes of this Article 7, all reference to Lender Subsidiaries and International Loan Parties shall exclude any and all Immaterial Subsidiaries other than to the outstanding shares certificates (extent a particular provision refers to such Persons on a Consolidated basis or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions on a “taken as Lender requests to perfect the security interest in such pledged ownership interestsa whole” basis.

Material Subsidiaries. (a) In The Loan Parties shall cause any Person which becomes a Material Subsidiary after the event that any Borrower or any Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Subsidiary creates or acquires Business Days after the day on which such Person became a domestic Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), such Borrower (or Domestic Subsidiary) shall within forty-five f), (45) days (unless a longer period is agreed to by Lenderh) , (i) cause and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (aathe “Pledgor Subsidiary”) to execute to, pledge the lesser of 65% or the entire interest owned by the Borrower and deliver a Guarantysuch Pledgor Subsidiary, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership shares of Capital Stock or equivalent equity interests in such Material any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the Stock Pledge Agreement; items specified in Section 3.01(c), (f) and (iiil) deliver to Lender the outstanding share certificates be delivered to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) Agent concurrently with the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this subsection Agreement and the shares of capital stock in such Foreign Subsidiary (aincluding, without limitation, all initial Foreign Subsidiaries) exceed 20% of shall remain subject to the total assets of pledge to the Agent, as the case may be, even if: (i) such Borrower and its Subsidiaries as of the last day of the most recent fiscal year Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not as a Guarantor and party to a security agreement exceed 20% result of the total revenues Borrower’s transfer or sale of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six one hundred percent (66100%) of the ownership interests capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such foreign Material Subsidiary owned by from the Guaranty and release the shares of capital stock of such Borrower pursuant to a pledge agreement substantially in Subsidiary from the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (aThe Compliance Certificate required in Section 6.1(d) In delivered by the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence Administrative Agent shall include a list of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Material Subsidiaries as of the last day of the Fiscal Quarter most recent fiscal year recently ended (and specifying the percentage of Consolidated Total Assets and Consolidated gross revenues represented by each such Material Subsidiary (calculated in accordance with the definition of “Material Subsidiaries” and this Section 7.15)) so that as of the Borrower last day of any Fiscal Quarter for which the most recently ended Test Period, (a) the revenues of all such designated Material Subsidiaries, in the aggregate with the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues all other Material Subsidiaries, account for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20or contribute at least 80% of the total Consolidated gross revenues of such the Borrower and its Subsidiaries for the most recent fiscal year as of Borrowers for which the Borrowers have delivered audited financial statements such date and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) such list includes each Subsidiary the assets of which were at least 5% of the Consolidated gross revenues or at least 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such date. In absence of a different designation by the event that Borrower on any Borrower creates or acquires a First Tier Foreign Subsidiarysubsequent date, such the designation of Material Subsidiaries most recently made by the Borrower shall within ninety (90) days (unless a longer period is agreed continue in effect. Notwithstanding anything herein to by Lender) (i) pledge to Lender sixty-six percent (66%) the contrary, no Subsidiary of the ownership interests in such foreign Borrower designated at any time as a Material Subsidiary owned by such Borrower may have its designation removed, released, revoked or modified without the prior consent of all the Lenders, other than (x) pursuant to a pledge agreement substantially in merger, consolidation or amalgamation subject to Section 8.7 or (y) any Subsidiary not required to be included as a Material Subsidiary pursuant to the form first sentence of this Section 7.15. Notwithstanding anything contained herein to the Stock Pledge Agreement; (ii) deliver contrary, for purposes of this Article 7, all reference to Lender Subsidiaries and U.S. Loan Parties shall exclude any and all Immaterial Subsidiaries other than to the outstanding shares certificates (extent a particular provision refers to such Persons on a Consolidated basis or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions on a “taken as Lender requests to perfect the security interest in such pledged ownership interestsa whole” basis.

Material Subsidiaries. (a) In WLI will cause (i) each Material Subsidiary acquired or first established after the event Closing Date and (ii) each existing Subsidiary that any Borrower first becomes a Material Subsidiary after the Closing Date pursuant to clauses (iv) and (v) of the definitions of Material Subsidiary (the "Relevant Clauses") to execute a Guaranty (except in the case of a Foreign Subsidiary to the extent it is not permitted to execute a Guaranty under local law), an EU Intercompany Note (if a Subsidiary of EU Holdco), and/or a WLI Intercompany Note (if an Other Foreign Subsidiary) and all related U.S. Security Documents or any Domestic Subsidiary creates (unless and to the extent waived by the Agents) all related Foreign Security Documents, and to execute and deliver, or acquires cause to be delivered, all other certificates and opinions in each case as would have had to have been delivered on the Closing Date (if a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five or the Full Utilization Date (45if a Foreign Subsidiary) days (unless a longer period is agreed to by Lender) (i) cause if such new Material Subsidiary (aa) to execute and deliver a Guarantywere in existence at such date, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form with all of the Security Agreementforegoing to be effected (I) if such new Material Subsidiary is a Domestic Subsidiary, granting within 15 Business Days after the acquisition or creation thereof, or of the date it became a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to the Relevant Clauses and (II) if such new Material Subsidiary is a pledge agreement substantially in Foreign Subsidiary, within 45 days after the form acquisition or creation thereof, or of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates date it became a Material Subsidiary pursuant to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoRelevant Clauses. (b) In WLI will make a Material Subsidiary Determination within 90 days after the event that any Borrower creates or acquires a First Tier Foreign Subsidiaryend of each calendar year (commencing with the calendar year ended December 31, 1998) and promptly convey in writing the results of such Borrower shall within ninety (90) days (unless a longer period is agreed determination to by Lender)the Administrative Agent. (ic) pledge WLI will cause the aggregate revenues of WLI and all Material Subsidiaries for each fiscal year of WLI to Lender sixty-six percent (66%) account for at least 85% of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form aggregate revenues of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence WLI and all of its equity) evidencing Subsidiaries for such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interestsfiscal year.

Material Subsidiaries. Promptly (and in any event within ten (10) Business Days after) the (i) creation or direct or indirect acquisition of any new Material Subsidiary or (ii) delivery of financial statements under Section 6.1 that indicate that a Subsidiary of the Parent (not another Borrower) not at such time a Guarantor is a Material Subsidiary, the Borrowers shall do the following: (a) In Cause such new Material Subsidiary to execute and deliver to the event that any Borrower Administrative Agent the Guaranty or any Domestic a joinder thereto, pursuant to which such new Material Subsidiary creates or acquires shall become a domestic Material Subsidiary, such Borrower guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrowers under this Agreement and the other Credit Documents; (or Domestic Subsidiaryb) shall within forty-five (45) days (unless a longer period is agreed Deliver to by Lender)the Administrative Agent: (i) cause a written legal opinion of counsel to such Material Subsidiary (aa) addressed to execute the Administrative Agent and deliver a Guarantythe Lenders, in form and substance reasonably satisfactory to Lenderthe Administrative Agent and its counsel, in favor of Lender, which shall cover such matters relating to such Subsidiary and (bb) the creation or acquisition thereof incident to execute the transactions contemplated by this Agreement and deliver a security agreement, substantially this Section 6.8 and the other Credit Documents as set forth in the form legal opinion of counsel delivered to the Security Agreement, granting a security interest in its assets to secure Administrative Agent and the Guaranty; Lenders on the Closing Date; (ii) pledge (A) a copy of the certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is acceptable to Lender the ownership interests in Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Material Subsidiary, (B) a copy of the bylaws or similar organizational document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is acceptable to the Administrative Agent by the corporate secretary or assistant secretary of such Subsidiary, (C) a certificate of good standing for such Subsidiary issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions of the board of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to a pledge agreement substantially Sections 6.8(a), certified on behalf of such Subsidiary by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory to the form of the Stock Pledge AgreementAdministrative Agent; and and (iii) deliver to Lender a certificate of the outstanding share certificates secretary or an assistant secretary of such Subsidiary as to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor incumbency and party to a security agreement referred to in this subsection (a) exceed 20% signature of the total assets of such Borrower officers executing agreements, documents and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party instruments executed pursuant to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shallSections 6.8(a); provided that, from time with respect to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless Foreign Subsidiary will not be required to become a longer period is agreed Guarantor if doing so would cause any materially adverse tax consequences to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interestsBorrowers.

Material Subsidiaries. The Company shall designate Subsidiaries to be Material Subsidiaries such that, at all times, (a) In the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form Property of the Security Agreement, granting a security interest in Company and its assets to secure the Guaranty; Material Subsidiaries shall be at least eighty percent (ii80%) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% Property of the total assets of such Borrower Company and its Subsidiaries as on a consolidated basis, (b) the revenue of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower Company and its Material Subsidiaries for the most recent four fiscal year quarters shall be at least eighty percent (80%) of Borrowers the Consolidated Revenue for which such four fiscal quarters and (c) the Borrowers have delivered audited financial statements net income of the Company and its Material Subsidiaries for the most recent four fiscal quarters shall be at least eighty percent (80%) of the Consolidated Net Income for such Borrower shallfour fiscal quarters; provided that no Foreign Subsidiary shall be designated a Material Subsidiary if it is possible to satisfy the requirements of this Section 6.2 by designating Domestic Subsidiaries as Material Subsidiaries; and provided further, that once a Subsidiary is designated as a Material Subsidiary it shall remain a Material Subsidiary unless such Material Subsidiary is the subject of a disposition permitted pursuant to Section 6.15. The Company shall update Schedule 5.8 from time to timetime as necessary to include any Subsidiary designated as a Material Subsidiary pursuant to this Section 6.2. Upon the initial designation of a Subsidiary as a Material Subsidiary on an update to Schedule 5.8, the Company shall (i) if such Subsidiary is a Domestic Subsidiary, cause such additional domestic Subsidiaries Domestic Subsidiary to execute and deliver execute, by joinder, the documents referred to in this subsection Guaranty within thirty (a30) and comply with the other provisions days of this subsection such designation or (aii) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires if such Subsidiary is a First Tier Foreign Subsidiary, cause such Borrower shall Foreign Subsidiary to become a Pledged Subsidiary within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interestsdesignation.

Material Subsidiaries. (a) In the event that any Person becomes a Material Subsidiary of Parent or the Borrower after the Closing Date, Parent or any Domestic Subsidiary creates or acquires a domestic the Borrower will, and will cause the applicable Material Subsidiary, such Borrower (i) (1) in the case of any newly formed or Domestic acquired Subsidiary) shall , within forty-five (45) days after such Person becomes a Material Subsidiary (unless or such later date as the Administrative Agent may agree in its sole discretion) or (2) in the case of any Immaterial Subsidiary becoming a longer period is agreed Material Subsidiary, within forty-five (45) days after the end of the fiscal quarter in which such Person becomes a Material Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion), to cause such Person to become (A) a Guarantor and “Grantor” or “Debtor”, as applicable, and, if applicable, a “Mortgagor” (or other similar term, each as defined in the relevant Security Document) by Lender) (ix) executing and delivering to Collateral Agent a counterpart agreement, amendment or supplement to each applicable Security Document in accordance with its terms and (y) if requested by the Administrative Agent, entering into or amending a Security Document with the Collateral Agent for the benefit of the Secured Parties to create a first priority security interest and Lien in the assets of such Material Subsidiary and providing such other documents with respect to Real Property Rights or other real property Collateral and (B) to the extent not yet or otherwise required by the Security Documents, pledge or cause to be pledged all of the Equity Interests of any such Material Subsidiary (aaor any other Material Joint Venture) to execute the Collateral Agent for the benefit of the Secured Parties, together with an appropriate undated transfer power for each certificate duly executed in blank by the registered owner thereof, to be delivered to the Collateral Agent, for the benefit of the Secured Parties, free and deliver a Guarantyclear of all Liens (other than, in form and substance satisfactory with respect to Lenderany Collateral (other than any Equity Interests), in favor of LenderPermitted Liens, and (bb) to execute and deliver a security agreement, substantially in the form case of the Security AgreementEquity Interests, granting a security interest in its assets to secure the Guaranty; non-consensual obligations imposed by operation of law) and (ii) pledge to Lender the ownership interests in take all such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; actions and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates reasonably requested by the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoMajority Lenders. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In The Loan Parties shall cause any Person which becomes a Material Subsidiary after the event that any Borrower or any Restatement Effective Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F-1 satisfactory to the Administrative Agent in all respects and executed and delivered to the Administrative Agent within ten (10) Domestic Subsidiary creates or acquires Business Days after the day on which such Person became a domestic Material Subsidiary. The Company shall also cause the items specified in Section 3.01(c), such Borrower (or Domestic Subsidiary) shall within forty-five f), (45) days (unless a longer period is agreed to by Lenderh) , (i) cause and (n) to be delivered to the Administrative Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Company shall, and shall cause any U.S. Subsidiary (aathe “Pledgor Subsidiary”) to execute to, pledge the lesser of 65% or the entire interest owned by the Company and deliver a Guarantysuch Pledgor Subsidiary, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership shares of Capital Securities or equivalent equity interests in such any Person which becomes a Material Non-U.S. Subsidiary after the Restatement Effective Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by the Company or such Pledgor Subsidiary to the Administrative Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Non-U.S. Subsidiary and shall deliver to the Administrative Agent such shares of capital stock together with stock powers executed in blank. The Company shall also cause the Stock Pledge Agreement; items specified in Section 3.01(c), (f) and (iiin) deliver to Lender the outstanding share certificates be delivered to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) Administrative Agent concurrently with the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Material Non-U.S. Subsidiary. As used herein, “Material Non-U.S. Subsidiary” means a Non-U.S. Subsidiary whose Capital Securities are held by the Company or by a U.S. Subsidiary and which accounts for (or in this subsection (athe case of a recently formed or acquired Non-U.S. Subsidiary would so account for on a pro forma historical basis) exceed 20at least 2% of the total assets of such Borrower and its Subsidiaries Consolidated Net Income (determined on any date as of the last day of the most recent fiscal year Fiscal Quarter immediately preceding such date) or has total assets of at least 2% of Consolidated Total Assets (determined on any date as of the Borrower for which last day of the Fiscal Quarter immediately preceding such date). The Borrowers and the Guarantors acknowledge and agree that the Administrative Agent and Banks may at any one time after the Closing Date request the Borrowers to obtain (and the Borrower shall deliver to the Administrative Agent within 30 calendar days of such request) a legal opinion in form and content reasonably satisfactory to Administrative Agent from counsel licensed in Canada confirming that the Pledge Agreement constitutes a valid, enforceable and perfected first priority security interest in and lien upon the Collateral (as defined in the Pledge Agreement) under the applicable laws of Canada. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.26(a) or any shares of capital stock of a Material Non-U.S. Subsidiary are pledged to the Administrative Agent in accordance with Section 5.26(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Material Non-U.S. Subsidiary (including, without limitation, all initial Material Foreign Subsidiaries) shall remain subject to the pledge to the Administrative Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Non-U.S. Subsidiary ceases to be a Material Non-U.S. Subsidiary; provided that if a Material Subsidiary or Material Non-U.S. Subsidiary ceases to be a Subsidiary of the Company as a result of the Company’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary held by such U.S. Subsidiary or of all or substantially all the assets of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.14, the Administrative Agent and the Banks agree to release such Subsidiary from the Guaranty and release (x) the shares of capital stock of such Subsidiary from the Pledge Agreement and (y) to the extent encumbered thereby, the assets of such Subsidiary from the Lien of the Security Agreement. (d) The Company and Guarantors acknowledge that ScanSource Properties, LLC is not an Initial Guarantor because the Company has advised the Administrative Agent and Banks that ScanSource Properties, LLC is party to an agreement that prohibits ScanSource Properties, LLC from being a Guarantor (the “Restrictive Provision”). The U.S. Borrowers and Guarantors shall immediately notify the Administrative Agent if there is any modification, expiration or termination of the Restrictive Provision. The U.S. Borrower and Guarantors shall cause ScanSource Properties, LLC to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F-1 satisfactory to the Administrative Agent in all respects and executed and delivered audited financial statements to the Administrative Agent within ten (10) Domestic Business Days after the day on which there is any modification, expiration or termination of the Restrictive Provision which would allow ScanSource Properties, LLC to execute such documentation. The U.S. Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (n) to be delivered to the Administrative Agent concurrently with the instruments referred to above, modified appropriately to refer to such instrument and ScanSource Properties, LLC. (e) The Company shall promptly notify the Administrative Agent in the event that the sum of: (1) all Investments made by the Company and Subsidiaries of the Company in Netpoint and the Subsidiaries of Netpoint; plus (2) the aggregate outstanding principal amount of revenues for all domestic Subsidiaries Advances made under this Agreement the proceeds of which are deposited in an account that are not Netpoint controls, exceeds $5,000,000 (a Guarantor “Netpoint Triggering Event”). At any time after the occurrence of a Netpoint Triggering Event, the Administrative Agent may request (and party within 45 days after such request) the Company shall deliver a legal opinion in form and content reasonably satisfactory to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, Administrative Agent from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to legal counsel licensed in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) Florida stating: (i) pledge to Lender sixty-six percent (66%) Netpoint is duly incorporated, validly existing and in good standing under the laws of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form State of the Stock Pledge AgreementFlorida; (ii) deliver Netpoint has all requisite power and authority to Lender enter into and perform under this Agreement and the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interestsLoan Documents to which it is a party; and (iii) take such further actions as Lender requests this Agreement and the Loan Documents to perfect the security interest in such pledged ownership interestswhich Netpoint is a party have been duly authorized, executed and delivered by Netpoint.

Material Subsidiaries. (a) In The Loan Parties shall cause --------------------- any Person which becomes a Material Subsidiary after the event that any Borrower or any Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Subsidiary creates or acquires Business Days after the day on which such Person became a domestic Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), such Borrower (or Domestic Subsidiary) shall within forty-five f), (45) days (unless a longer period is agreed to by Lenderh) , (i) cause and (n) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, and shall cause any Subsidiary (aathe "Pledgor Subsidiary") to execute to, pledge the lesser of 65% or the entire interest owned by the Borrower and deliver a Guarantysuch Pledgor Subsidiary, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership shares of Capital Stock or equivalent equity interests in such any Person which becomes a Material Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the Stock Pledge Agreement; items specified in Section 3.01(c), (f) and (iiin) deliver to Lender the outstanding share certificates be delivered to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) Agent concurrently with the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Material Foreign Subsidiary. As used herein, "Material Foreign Subsidiary" means a Foreign Subsidiary which accounts for (or in this subsection (athe case of a recently formed or acquired Foreign Subsidiary would so account for on a pro forma historical basis) exceed 20at least 2% of the Consolidated Net Income or has total assets of such at least $100,000. The Borrower and its Subsidiaries as of the last day of Guarantors acknowledge and agree that the most recent fiscal year of Agent and Banks may at any one time after the Closing Date request the Borrower for which to obtain (and the Borrower has delivered audited financial statements and (2) shall deliver to the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues Agent within 30 calendar days of such Borrower request) a legal opinion in form and its Subsidiaries for content reasonably satisfactory to Agent from counsel licensed in Canada and Mexico confirming that the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements Pledge Agreement constitutes a valid, enforceable and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the perfected first priority security interest in such pledged ownership interestsand lien upon the Collateral (as defined in the Pledge Agreement) under the applicable laws of Canada and Mexico.

Material Subsidiaries. From and after the date of this Amendment, Subparagraph (a) of Section 6.13 of the Term Loan Agreement is amended and restated in its entirety as follows: (a) In the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by LenderAdministrative Agent) (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to LenderAdministrative Agent, in favor of LenderAdministrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding share shares certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such the Borrower and its Subsidiaries as of the last day of the most recent recently ended fiscal year quarter of the Borrower for which the Borrower has delivered audited financial statements and statementsand (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such the Borrower and its Subsidiaries for the most recent recently ended period of four (4) consecutive fiscal year quarters of Borrowers the Borrower for which Borrower has delivered financial statementsand the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interests."

Material Subsidiaries. (a) In The Loan Parties shall cause any Person which becomes a Material Subsidiary after the event that any Borrower or any Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Subsidiary creates or acquires Business Days after the day on which such Person became a domestic Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), such Borrower (or Domestic Subsidiary) shall within forty-five f), (45) days (unless a longer period is agreed to by Lenderh) , (i) cause and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (aathe "Pledgor Subsidiary") to execute to, pledge the lesser of 65% or the entire interest owned by the Borrower and deliver a Guarantysuch Pledgor Subsidiary, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership shares of Capital Stock or equivalent equity interests in such Material any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the Stock Pledge Agreement; items specified in Section 3.01(c), (f) and (iiil) deliver to Lender the outstanding share certificates be delivered to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) Agent concurrently with the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this subsection Agreement and the shares of capital stock in such Foreign Subsidiary (aincluding, without limitation, all initial Foreign Subsidiaries) exceed 20% of shall remain subject to the total assets of pledge to the Agent, as the case may be, even if: (i) such Borrower and its Subsidiaries as of the last day of the most recent fiscal year Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not as a Guarantor and party to a security agreement exceed 20% result of the total revenues Borrower's transfer or sale of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six one hundred percent (66100%) of the ownership interests capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such foreign Material Subsidiary owned by from the Guaranty and release the shares of capital stock of such Borrower pursuant to a pledge agreement substantially in Subsidiary from the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In The Borrower will not at any time, determined in accordance with the event that any most recently available financial statements delivered by the Borrower pursuant to Section 5.1(a) or any Domestic Subsidiary creates or acquires a domestic Section 5.1(b), permit all of the then existing Material SubsidiarySubsidiaries, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed together with the Borrower, to by Lender) account for less than (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Lender, in favor 85% of Lender, and (bb) to execute and deliver a security agreement, substantially in the form Consolidated Total Assets as of the Security Agreement, granting a security interest in its assets to secure end of the Guaranty; immediately preceding Fiscal Quarter of the Borrower or (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 2085% of Consolidated Net Income for the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year four Fiscal Quarters of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the then most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisorecently ended. (b) In If at any time, the event that any Borrower creates or acquires a First Tier Foreign Subsidiaryall of the existing Material Subsidiaries do not together account for 85% or more of such Consolidated Total Assets and 85% or more of Consolidated Net Income as provided in Section 7.16(a), the Borrower shall promptly designate, by written notice to the Lenders, such other Subsidiaries of the Borrower shall within ninety (90which would not otherwise be Material Subsidiaries) days to be deemed Material Subsidiaries hereunder so that such 85% threshold is satisfied. (unless c) The Borrower may designate any Subsidiary as a longer period is agreed Material Subsidiary and may de-designate any Material Subsidiary identified in Schedule 7.16 or in a Compliance Certificate or previously designated as a Material Subsidiary pursuant to by Lender)the requirements of this Section 7.16; provided that: (i) pledge the Borrower shall have given not less than ten days’ prior written notice to Lender sixtythe Lenders of such designation or de-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; designation; (ii) deliver to Lender at the outstanding shares certificates time of such designation or de-designation and immediately after giving effect thereto no Default or Event of Default shall exist (or other evidence of its equity) evidencing such pledged ownership interests; and including, without limitation, under Section 7.16(a)); (iii) take in the case of the designation of a Subsidiary as a Material Subsidiary, such further actions Subsidiary shall not at any time after the date of this Agreement have previously been designated as Lender requests to perfect a Material Subsidiary more than once; and (iv) in the security interest in case of the de-designation of a Material Subsidiary, such pledged ownership interestsMaterial Subsidiary shall not at any time after the date of this Agreement have previously been de-designated more than once.

Material Subsidiaries. (a) In the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within Within forty-five (45) days (unless or such later date as the Administrative Agent may agree in writing) after any Person becomes a longer period Material Domestic Subsidiary or concurrent with any Person that is agreed to by Lender)not a Guarantor (including any Foreign Subsidiary) providing a Guarantee in respect of any of the Convertible Senior Notes, any Subordinated Indebtedness or any Additional Indebtedness of any Loan Party: (i) cause such Material Person to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose; (ii) cause 100% of the issued and outstanding Equity Interests directly owned by the Borrower or any Domestic Subsidiary (aa) in such Person to execute and deliver be subject at all times to a Guaranty, in form and substance satisfactory to Lender, first priority Lien in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets Administrative Agent to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Subsidiary Obligations pursuant to a pledge agreement substantially in the form terms and conditions of the Stock Pledge AgreementCollateral Documents, subject to Permitted Liens; and and (iii) upon the request of the Administrative Agent in its sole discretion, deliver to Lender the outstanding share certificates Administrative Agent such Organization Documents, resolutions, favorable opinions of counsel and any filings and deliveries reasonably necessary to perfect and/or register the Liens in connection therewith, all in form, content and scope reasonably satisfactory to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoAdministrative Agent. (b) In Within forty-five (45) days (or such later date as the event that Administrative Agent may agree in writing) after any Borrower creates or acquires Person becomes a First Tier Material Foreign Subsidiary: (i) cause 66% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) directly owned by the Borrower or any Domestic Subsidiary in such Person to be subject at all times to a first priority Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject to Permitted Liens; and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Borrower shall within Organization Documents, resolutions, favorable opinions of counsel and any filings and deliveries reasonably necessary to perfect and/or register the Liens in connection therewith, all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) Within ninety (90) days (unless a longer period is agreed to by Lender)or such later date as the Administrative Agent may agree in writing) after the Closing Date: (i) pledge to Lender sixty-six percent (cause 66%) % of the ownership interests in such foreign Material Subsidiary issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) directly owned by such the Borrower or any Domestic Subsidiary in each Foreign Subsidiary that is a Material Foreign Subsidiary on the Closing Date to be subject at all times to a first priority Lien in favor of the Administrative Agent to secure the Obligations pursuant to a pledge agreement substantially in the form terms and conditions of the Stock Pledge AgreementCollateral Documents, subject to Permitted Liens; and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to Lender the outstanding shares certificates (or other evidence Administrative Agent such Organization Documents, resolutions, favorable opinions of its equity) evidencing such pledged ownership interests; counsel and (iii) take such further actions as Lender requests any filings and deliveries reasonably necessary to perfect and/or register the security interest Liens in such pledged ownership interestsconnection therewith, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Material Subsidiaries. (a) In the event that any Borrower or any Cause each Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause such Material Subsidiary created, acquired or arising after the Closing Date (aaincluding Domestic Subsidiaries existing as of the Closing Date which become Domestic Material Subsidiaries after the Closing Date, whether pursuant to subsection (c) below, the consummation of a Purchase or otherwise) to execute and deliver a GuarantyGuaranty within 30 days after each such Domestic Material Subsidiary is acquired, created or otherwise becomes a Domestic Material Subsidiary, together with such other certificates, documents, instruments and opinions as the Lender may request in form and substance satisfactory connection therewith. (b) Cause (i) 65% of the Voting Stock issued by each First Tier Foreign Subsidiary created, acquired or arising after the Closing Date (including Foreign Subsidiaries existing as of the Closing Date which become First Tier Foreign Subsidiaries after the Closing Date, whether pursuant to Lendersubsection (c) below, in favor the consummation of Lendera Purchase or otherwise) to be pledged to the Lender pursuant to a Pledge Agreement within 30 days after each such First Tier Foreign Subsidiary is created, acquired or otherwise arises, (ii) each Pledgor that pledges Voting Stock of a First Tier Foreign Subsidiary to the Lender pursuant to this subsection (b), and each First Tier Foreign Subsidiary who has issued Voting Stock that is pledged to the Lender pursuant to this subsection (bb) b), to execute and deliver all such agreements, assignments, instruments and documents and do all such other things as the Lender in its discretion may deem necessary or appropriate to establish, preserve, protect and enforce a first priority perfected lien and security agreement, substantially in the form interest of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Voting Stock. If at any time and for any reason (including as a result of any First Tier Foreign Subsidiary's issuance of additional Voting Stock) the Voting Stock of any First Tier Foreign Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates pledged to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event Lender under any Pledge Agreement shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20constitute less than 65% of the total assets Voting Stock of such Borrower First Tier Foreign Subsidiary then issued and outstanding, then the Company shall cause the applicable Pledgor and such First Tier Foreign Subsidiary to execute and deliver all such agreements, assignments, instruments and documents and do all such other things as the Lender in its discretion may deem necessary or appropriate to ensure that 65% (but no more than 65%) of the Voting Stock of such First Tier Foreign Subsidiary then issued and outstanding is pledged to the Lender pursuant to such Pledge Agreement, as more specifically described in such Pledge Agreement. (c) If at any time (i) the book value of all assets owned by all Borrowers, all First Tier Foreign Subsidiaries and all Guarantors in the aggregate (as measured as of the last day of the most recent recently completed fiscal year quarter for which financial statements have been delivered pursuant to Section 6.01(b) or 4.01(a)(viii)) (the "Credit Support Assets") is less than an amount equal to 90% of the Borrower consolidated total assets of the Company and its Subsidiaries, taken as a whole, at such time (as measured as of the last day of the most recently completed fiscal quarter for which the Borrower has delivered audited financial statements and have been delivered pursuant to Section 6.01(b) or 4.01(a)(viii)), or (2ii) the aggregate amount of revenues revenue having been generated by all Borrowers, all First Tier Foreign Subsidiaries and all Guarantors at such time (determined with respect to the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01(a) or 4.01(a)(viii)) ("Credit Support Revenue") is less than an amount equal to 80% of the revenue having been generated by the Company and its consolidated Subsidiaries during the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to Sections 6.01(a) or 4.01(a)(viii); then the Company shall, in each case and with the Lender's prior approval, promptly designate one or more Subsidiaries as additional Material Subsidiaries, such that, after giving effect to all domestic Subsidiaries that are not a Guarantor and party such designations, (x) the amount of the Credit Support Assets then existing equals or exceeds an amount equal to a security agreement exceed 2090% of the total revenues assets of such Borrower the Company and its Subsidiaries for consolidated Subsidiaries, taken as a whole, at such time (as measured as of the last day of the most recent recently completed fiscal year of Borrowers quarter for which the Borrowers have delivered audited financial statements and such Borrower shall, from time have been delivered pursuant to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (aSection 6.01(b) or 4.01(a)(viii)) and comply with (y) the other provisions amount of this subsection (aCredit Support Revenue having been generated at such time equals or exceeds an amount equal to 80% of the revenue having been generated by the Company and its consolidated Subsidiaries during the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to Sections 6.01(a) as required to comply with this provisoor 4.01(a)(viii). (bd) In If as a result of any transaction otherwise permitted hereunder, any First Tier Foreign Subsidiary 65% of whose Voting Stock has been pledged to the event that Lender at any Borrower creates or acquires time becomes a Subsidiary of another First Tier Foreign Subsidiary (a "replacement First Tier Foreign Subsidiary"), then the Lender shall release its security interest in the pledged Voting Stock of such Borrower Subsidiary; provided, however, that the Lender shall within ninety (90) days (have no obligation to grant such a release unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) the Voting Stock of the ownership interests replacement First Tier Foreign Subsidiary has been pledged to the Lender in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in accordance with the form provisions of the Stock Pledge Agreement; this Section 6.13 and any other applicable Loan Document, and (ii) deliver to Lender the outstanding shares certificates (or other evidence there then exists no Event of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interestsDefault.

Material Subsidiaries. (a) In On the event that any Spin-Off Date, the Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause such Material Subsidiary (aa) the Initial Guarantor to execute and deliver the Guaranty to the Administrative Agent, together with those items required with respect to the Borrower pursuant to Section 4.01(c) and (e), modified appropriately to refer to the Initial Guarantor. Thereafter, the Borrower shall cause any Person which becomes a GuarantyMaterial Subsidiary to become a party to, and agree to be bound by the terms of, the Guaranty and the Indemnity, Subrogation and Contribution Agreement pursuant to joinder agreements in form and substance satisfactory to Lenderthe Administrative Agent executed and delivered to the Administrative Agent within 10 Domestic Business Days after the day on which such Person became a Material Subsidiary (and in the case of the first Material Subsidiary becoming a party to the Guaranty pursuant to this Section following the Spin-Off Date, in favor instead of Lendera joinder agreement to the Indemnity, Subrogation and (bb) to Contribution Agreement, the Borrower, the Initial Guarantor and such Material Subsidiary shall execute and deliver a security agreementto the Administrative Agent the Indemnity, substantially Subrogation and Contribution Agreement). The Borrower shall also cause the items specified in Section 4.01(c) and (e) to be delivered to the form of Administrative Agent concurrently with the Security joinder agreements (or the Indemnity, Subrogation and Contribution Agreement, granting a security interest in its assets as the case may be) referred to secure above, modified appropriately to refer to such joinder agreements (or the Guaranty; (iiIndemnity, Subrogation and Contribution Agreement, as the case may be) pledge to Lender the ownership interests in and such Material Subsidiary pursuant to a pledge agreement substantially (and, in the form case of the Stock Pledge Indemnity, Subrogation and Contribution Agreement; and (iii) deliver to Lender , the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Initial Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoBorrower). (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. (a) In the event that any Borrower or any Within five (5) Domestic Subsidiary creates or acquires Business Days after Fuel Spray Technologies Inc. becomes a domestic Material Subsidiary, such the Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) cause (i) cause such Material Subsidiary (aa) Fuel Spray Technologies Inc. to execute become a party to and deliver a Guaranty, agree to be bound by the terms of the Guaranty pursuant to an instrument in form and substance satisfactory to Lenderthe Agent, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge Fuel Spray Technologies Inc. and each other Guarantor to Lender enter into, and shall itself enter into, the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Indemnity, Subrogation and Contribution Agreement; , and (iii) deliver the items specified in Section 3.01(c) and (f) to Lender the outstanding share certificates be delivered to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; providedAgent, however, in no event shall (1) modified appropriately to refer to the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement instrument referred to in this subsection clause (ai) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required paragraph and to comply with this proviso.the Indemnity, Subrogation and Contribution Agreement and Fuel Spray Technologies Inc. (b) In The Borrower shall cause any Person which becomes a Domestic Material Subsidiary on or after the event that Closing Date to become a party to, and agree to be bound by the terms of, the Guaranty and the Indemnity, Subrogation and Contribution Agreement pursuant to an instrument in form and substance satisfactory to the Agent executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Domestic Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c) and (f) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Domestic Material Subsidiary. (c) Once any Borrower creates or acquires Subsidiary becomes a First Tier Foreign SubsidiaryDomestic Material Subsidiary and therefore becomes a party to the Guaranty and the Indemnity, Subrogation and Contribution Agreement in accordance with Section 5.21(b), such Borrower Subsidiary thereafter shall within ninety (90) days (unless remain a longer period is agreed party to by Lender) (i) pledge the Guaranty and the Indemnity, Subrogation and Contribution Agreement without regard to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence amount of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interestsTotal Assets on any day or Operating Profits for any period.

Material Subsidiaries. In the event any Person is or becomes a direct or indirect Material Subsidiary of any Loan Party, the Borrower shall notify each Agent of each such event or transaction concurrently with the delivery of the deliverables for the Closing Date and with each Compliance Certificate. Each Material Subsidiary of a Loan Party shall within thirty (30) days after becoming a Material Subsidiary (or such later date as may be agreed by the Administrative Agent in its sole and absolute discretion): (a) In become (if not already a party thereto) a party to the event that Entity Guaranty, the Security Agreement and any Borrower other Security Document requested by the Collateral Agent, in a manner reasonably satisfactory to the Collateral Agent; (b) pursuant to, and to the extent required by, the Security Agreement (taking into account any thresholds, carve-outs or any Domestic Subsidiary creates or acquires a domestic other limitations set forth therein), pledge (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent for the benefit of the Lenders (i) all of the outstanding Equity Interests owned directly by such Material Subsidiary, along with undated stock or other powers for such Borrower certificates, executed in blank (or, if any such Equity Interests are uncertificated, or Domestic if any such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary, confirmation and evidence satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been pledged to and perfected by the Lender in accordance with the UCC, PPSA or any similar law which may be applicable), and (ii) shall within forty-five all notes evidencing intercompany Indebtedness in favor of such Material Subsidiary, as the case may be, in accordance with the terms of the Security Documents; (45c) days (unless a longer period is agreed deliver to by Lender) the Collateral Agent copies of (i) cause UCC, PPSA or similar search reports for the applicable jurisdiction, federal, provincial, state or other tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (but prior to) the date such Material Subsidiary Person becomes an Entity Guarantor and a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as the debtor, and pending litigation and bankruptcies against such Person, and which are filed or pending, as applicable, in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (aanone of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, trademarks or copyrights form a part of the Collateral being granted by such Person; (d) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to execute and deliver a Guaranty, the Collateral Agent (i) acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such other in form and substance satisfactory to Lenderthe Collateral Agent, in favor of Lendersuch UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent as the secured party, and (bb) filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to execute and deliver a perfect the first priority security agreement, substantially in interest of the form of Collateral Agent pursuant to the Security Agreement, granting a security interest in its assets to secure the Guaranty; and (ii) appropriate trademark, copyright and patent security agreements or supplements to be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) a pledge to Lender from any Loan Party that is the ownership interests direct parent of such Material Subsidiary of its Equity Interests in such Material Subsidiary in favor of the Lender pursuant to the Security Agreement (or a reaffirmation of such pledge agreement substantially if such direct parent is already a party to the Security Agreement), together with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) any other Security Documents reasonably requested by the form Collateral Agent in respect of such Loan Party’s pledge of its Equity Interests in such Material Subsidiary in favor of the Stock Pledge Agreement; Collateral Agent, in each case, in form and (iii) deliver to Lender the outstanding share certificates substance reasonably satisfactory to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoCollateral Agent. (bf) In the event that the Parent or any Borrower creates of its Subsidiaries completes an acquisition or acquires a First Tier Foreign disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary, then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for the purpose of calculating Consolidated Total Revenue and (ii) on the last date of such period for the purpose of calculating Consolidated Total Assets. (g) The 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 Material Subsidiary authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.7. (h) The Borrower may cause Subsidiaries of the Parent that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in this Section 7.15 applicable to a Material Subsidiary, and such Subsidiary shall within ninety (90) days (unless become a longer period is agreed to by Lender)Loan Party effective upon the completion of such documents and instruments. (i) pledge For the avoidance of doubt, to Lender sixtythe extent any Subsidiary is required under Section 7.12 to put in place a Mortgage in favor of the Collateral Agent on any Material Real Property, such Subsidiary will constitute a Material Subsidiary and shall comply with the requirements of this Section 7.15. (j) Notwithstanding any other term of the Loan Documents, the provisions of Section 7.12 and this Section 7.15 and the provisions of the Loan Documents with respect to Collateral and the obligation of a Subsidiary to provide a Subsidiary Guaranty need not be satisfied with respect to any Subsidiary acquired after the Closing Date to the extent that a pledge, security interest or Guarantee by such Subsidiary (or in the Equity Interests issued by such Subsidiary) is prohibited or restricted by applicable Law, rule, order, decree or regulation or any agreement with any Governmental Authority or third party or which would require governmental (including regulatory) or third party consent, approval, license or authorization to provide such security interest (after giving effect to the applicable anti-six assignment provisions of the UCC, as applicable) or Guarantee (with no requirement to obtain the consent of any Governmental Authority or third party). For clarity, this Section 7.15(j) shall not apply at any time that, and for so long as (i) the aggregate amount contributed to Consolidated Total Revenue by all Subsidiaries that are not Material Subsidiaries exceeds ten percent (6610.00%) of Consolidated Total Revenue for the ownership interests in period of four consecutive Fiscal Quarters ending as of such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; date or (ii) deliver to Lender the outstanding shares certificates Consolidated Total Assets of all Subsidiaries that are not Material Subsidiaries exceeds ten percent (or other evidence 10.00%) of its equity) evidencing Consolidated Total Assets as of such pledged ownership interests; and (iii) take such further actions date, all as Lender requests to perfect calculated in accordance with the security interest in such pledged ownership interestsprovisions of the definition of “Material Subsidiary.”

Material Subsidiaries. (a) In The Borrower will not at any time, determined in accordance with the event that any most recently available financial statements delivered by the Borrower pursuant to Section 5.1(a) or any Domestic Subsidiary creates or acquires a domestic Section 5.1(b), permit all of the then existing Material SubsidiarySubsidiaries, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed together with the Borrower, to by Lender) account for less than (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Lender, in favor 85% of Lender, and (bb) to execute and deliver a security agreement, substantially in the form Consolidated Total Assets as of the Security Agreement, granting a security interest in its assets to secure end of the Guaranty; immediately preceding Fiscal Quarter of the Borrower or (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 2085% of Consolidated Net Income for the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year four Fiscal Quarters of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the then most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisorecently ended. (b) In If at any time, the event that any Borrower creates or acquires a First Tier Foreign Subsidiaryall of the existing Material Subsidiaries do not together account for 85% or more of such Consolidated Total Assets and 85% or more of Consolidated Net Income as provided in Section 7.14(a), the Borrower shall promptly designate, by written notice to the Lenders, such other Subsidiaries of the Borrower shall within ninety (90which would not otherwise be Material Subsidiaries) days to be deemed Material Subsidiaries hereunder so that such 85% threshold is satisfied. (unless c) The Borrower may designate any Subsidiary as a longer period is agreed Material Subsidiary and may de-designate any Material Subsidiary identified in Schedule 7.14 or in a Compliance Certificate or previously designated as a Material Subsidiary pursuant to by Lender)the requirements of this Section 7.14; provided that: (i) pledge the Borrower shall have given not less than ten days’ prior written notice to Lender sixtythe Lenders of such designation or de-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; designation; (ii) deliver to Lender at the outstanding shares certificates time of such designation or de-designation and immediately after giving effect thereto no Default or Event of Default shall exist (or other evidence of its equity) evidencing such pledged ownership interests; and including, without limitation, under Section 7.14(a)); (iii) take in the case of the designation of a Subsidiary as a Material Subsidiary, such further actions Subsidiary shall not at any time after the date of this Agreement have previously been designated as Lender requests to perfect a Material Subsidiary more than once; and (iv) in the security interest in case of the de-designation of a Material Subsidiary, such pledged ownership interestsMaterial Subsidiary shall not at any time after the date of this Agreement have previously been de-designated more than once.

Material Subsidiaries. (a) In Within thirty (30) days of the event that --------------------- acquisition or creation of any Borrower Material Subsidiary or any Domestic existing Subsidiary creates or acquires becoming a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed cause to by Lender)be delivered to the Agent each of the following: (i) cause such Material Subsidiary a Guaranty Agreement substantially in the form attached hereto as Exhibit K; --------- (aaa) to execute the extent required by clause (b) hereof, the Pledged Stock, together with duly executed stock powers in blank affixed thereto, and deliver (b) if such Collateral shall be owned by a GuarantySubsidiary who has not then executed and delivered to the Agent a security instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a Pledge Agreement substantially similar in form and content to that executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Guaranty Agreement; (iii) an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty Agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders, in form and substance satisfactory reasonably acceptable to Lender, in favor the Agent (which opinion may include assumptions and qualifications of Lender, and (bb) similar effect to execute and deliver a security agreement, substantially those contained in the form opinions of counsel delivered pursuant to Section 6.01(b) hereof), to the effect that: (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted; and (B) the execution, delivery and performance of the Security Agreement, granting a security interest Guaranty Agreement and other Loan Documents described in its assets to secure the Guaranty; clause (i) and (ii) pledge of this Section 8.19 to Lender which such Subsidiary is a signatory have been duly authorized by all requisite corporate action (including any required shareholder approval), such agreements have been duly executed and delivered and constitute valid and binding obligations of such Subsidiary, enforceable against such Subsidiary in accordance with their terms, subject to the ownership interests effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in such Material Subsidiary pursuant to a pledge agreement substantially proceeding at law or in the form equity); and (iv) current copies of the Stock Pledge Agreement; charter documents, including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (iiior duly effected consent actions) deliver to Lender of the outstanding share certificates Board of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable laws, of the shareholders or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 8.19 and evidence satisfactory to the extent such equity interests are certificated Agent (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% confirmation of the total assets receipt of which will be provided by the Agent) that such Subsidiary is Solvent as of such Borrower date and its Subsidiaries as of after giving effect to the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoGuaranty Agreement. (b) In Cause at all times the event that any Borrower creates or acquires Agent to have a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the duly perfected first priority security interest in such pledged ownership interests(x) all of the issued and outstanding capital stock of Subsidiaries which together with the Borrower have assets and pre-tax income equal to not less than 80% of Consolidated Total Assets (calculated as provided in the definition "Material Subsidiaries") and 80% of Consolidated Pre-Tax Income (calculated as referred to above) and (y) all the outstanding capital stock of each Subsidiary which either owns 10% or more of Consolidated Total Assets (calculated as referred to above) or 10% of Consolidated Pre-Tax Income. (c) Cause at all times, or within the time set forth in clause (a) of this Section 8.19 in the case of a Material Subsidiary described therein, ------------ Subsidiaries, together with the Borrower, who have assets equal to not less than 85% of Consolidated Total Assets (as calculated as described in the definition of Material Subsidiary ) and pre-tax income of not less than 85% of Consolidated Pre-Tax Income (calculated as described in the definition of Material Subsidiary ) to have executed and delivered to the Agent a Guaranty Agreement.

Material Subsidiaries. Promptly (and in any event within ten (10) Business Days after) the (i) creation or direct or indirect acquisition of any new Material Subsidiary or (ii) delivery of financial statements under Section 6.1 that indicate that a Subsidiary of the Parent (not another Borrower) not at such time a Guarantor is a Material Subsidiary, the Borrowers shall do the following: (a) In Cause such new Material Subsidiary to execute and deliver to the event that any Borrower Administrative Agent the Guaranty or any Domestic a joinder thereto, pursuant to which such new Material Subsidiary creates or acquires shall become a domestic Material Subsidiary, such Borrower guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrowers under this Agreement and the other Credit Documents; (or Domestic Subsidiaryb) shall within forty-five (45) days (unless a longer period is agreed Deliver to by Lender)the Administrative Agent: (i) cause a written legal opinion of counsel to such Material Subsidiary (aa) addressed to execute the Administrative Agent and deliver a Guarantythe Lenders, in form and substance reasonably satisfactory to Lenderthe Administrative Agent and its counsel, in favor of Lender, which shall cover such matters relating to such Subsidiary and (bb) the creation or acquisition thereof incident to execute the transactions contemplated by this Agreement and deliver a security agreement, substantially this Section 6.8 and the other Credit Documents as set forth in the form legal opinion of counsel delivered to the Security Agreement, granting a security interest in its assets to secure Administrative Agent and the Guaranty; Lenders on the Closing Date; (ii) pledge (A) a copy of the certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is acceptable to Lender the ownership interests in Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Material Subsidiary, (B) a copy of the bylaws or similar organizational document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is acceptable to the Administrative Agent by the corporate secretary or assistant secretary of such Subsidiary, (C) an original certificate of good standing for such Subsidiary issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions of the board of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to a pledge agreement substantially Sections 6.8(a), certified on behalf of such Subsidiary by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory to the form of the Stock Pledge AgreementAdministrative Agent; and and (iii) deliver to Lender a certificate of the outstanding share certificates secretary or an assistant secretary of such Subsidiary as to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor incumbency and party to a security agreement referred to in this subsection (a) exceed 20% signature of the total assets of such Borrower officers executing agreements, documents and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party instruments executed pursuant to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shallSections 6.8(a); provided that, from time with respect to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless Foreign Subsidiary will not be required to become a longer period is agreed Guarantor if doing so would cause any materially adverse tax consequences to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interestsBorrowers.

Material Subsidiaries. Promptly (and in any event within ten (10) Business Days after) the (i) creation or direct or indirect Acquisition of any new Material Subsidiary or (ii) delivery of financial statements under Section 6.1 that indicate that a Subsidiary of the Parent (not another Borrower) not at such time a Guarantor is a Material Subsidiary, the Borrowers shall do the following: (a) In Cause such new Material Subsidiary to execute and deliver to the event Administrative Agent (i) a joinder to the Guaranty, pursuant to which such new Material Subsidiary shall become a guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrowers under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement pursuant to which such new Material Subsidiary shall become a party thereto and shall grant to the Administrative Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral for its obligations under the Guaranty, subject only to Permitted Liens, and the Parent will, or will cause the parent Subsidiary that any Borrower owns the Capital Stock of such new Subsidiary to, execute and deliver to the Administrative Agent an amendment or any Domestic supplement to the Security Agreement pursuant to which all of the Capital Stock of such new Subsidiary creates or acquires a domestic Material Subsidiaryshall be pledged to the Administrative Agent, together with the certificates evidencing such Borrower Capital Stock and undated stock powers duly executed in blank; (or Domestic Subsidiaryb) shall within forty-five (45) days (unless a longer period is agreed Deliver to by Lender)the Administrative Agent: (i) cause a written legal opinion of counsel to such Material Subsidiary (aa) addressed to execute the Administrative Agent and deliver a Guarantythe Lenders, in form and substance reasonably satisfactory to Lenderthe Administrative Agent and its counsel, which shall cover such matters relating to such Subsidiary and the creation or acquisition thereof incident to the transactions contemplated by this Agreement and this Section 6.8 and the other Credit Documents as set forth in the legal opinion of counsel delivered to the Administrative Agent and the Lenders on the Closing Date; (ii) (A) a copy of the certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is acceptable to the Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary, (B) a copy of the bylaws or similar organizational document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is acceptable to the Administrative Agent by the corporate secretary or assistant secretary of such Subsidiary, (C) a certificate of good standing for such Subsidiary issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions of the board of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Sections 6.8(a), certified on behalf of such Subsidiary by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches performed against such Subsidiary in each jurisdiction in which such Subsidiary is incorporated or organized, which report shall show no Liens on its assets (other than Permitted Liens); and (iv) a certificate of the secretary or an assistant secretary of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 6.8(a); (c) As promptly as reasonably possible, the Parent and its Subsidiaries will deliver any such other documents, certificates and opinions, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or the Required Lenders may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of Lenderthe Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Collateral being pledged pursuant to the documents described above; and (d) Notwithstanding the foregoing provisions of this Section 6.8, with respect to any Foreign Subsidiary, (i) the Capital Stock of such Foreign Subsidiary will not be required to be pledged to the extent (but only to the extent) that (y) such Foreign Subsidiary is a Subsidiary of a Foreign Subsidiary or (z) such pledge exceeds 65% of the voting Capital Stock of such Foreign Subsidiary, unless and to the extent that the pledge of greater than 65% of the voting Capital Stock of such Foreign Subsidiary would not cause any materially adverse tax consequences to the Borrower, and (bb) to execute and deliver a security agreement, substantially in the form of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Foreign Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are will not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as be required to comply with this provisobecome a Subsidiary Guarantor if doing so would cause any materially adverse tax consequences to any Borrower. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary owned by such Borrower pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests to perfect the security interest in such pledged ownership interests.

Material Subsidiaries. Concurrently with the creation or acquisition of any Material Subsidiary, (a) In the event that any Borrower or any Domestic if such Material Subsidiary creates or acquires is a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause such Material Subsidiary (aa) it to execute and deliver to the Administrative Agent a Guaranty, supplement to the Guaranty Agreement delivered on the Closing Date substantially in the form and substance satisfactory of Exhibit A to Lender, in favor of Lender, such Guaranty Agreement and (bbii) either (A) if such Material Subsidiary is a Subsidiary of a Person who is a pledgor under an existing Pledge and Security Agreement, a supplement substantially in the form of Exhibit A to execute such Pledge and deliver Security Agreement with respect to one hundred percent (100%) of the ownership interests of such Material Subsidiary and (B) if the owner of the capital stock or other ownership interests in such Material Subsidiary is not such a security agreementpledgor, a Pledge and Security Agreement, substantially in the form of the Security AgreementExhibit H, granting a security interest in its assets executed by such Person with respect to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso. (b) In the event that any Borrower creates or acquires a First Tier Foreign Subsidiary, such Borrower shall within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six one hundred percent (66100%) of the ownership interests interest in such foreign Material Subsidiary, (b) if such Material Subsidiary owned by such Borrower pursuant to is not a pledge agreement substantially in domestic Subsidiary, cause the form owner of the Stock Pledge Agreement; (ii) deliver to Lender the outstanding shares certificates (capital stock or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Lender requests interests therein to perfect provide to the Administrative Agent a first priority, perfected security interest in 65% of the issued and outstanding capital stock of such pledged ownership interestsMaterial Subsidiary which is owned by the pledgor, pursuant to documentation which is in form and substance reasonably acceptable to the Administrative Agent and (c) regardless of whether such Material Subsidiary is a domestic Subsidiary, cause to be delivered to the Administrative Agent such other documents as the Agents or Required Lenders shall reasonably request in connection therewith, including without limitation, officers' certificates, financial statements, opinions of counsel, resolutions, charter documents, certificates of existence and authority to do business and any other closing certificates and documents described in Section 4.2 and such stock certificates, stock powers, UCC Financing Statements and notices as the Administrative Agent may deem necessary to perfect its Lien thereon. At all times during the term of this Agreement the Borrower and its Material Subsidiaries shall account for at least 85% of both total assets and total revenues of the Borrower and its Consolidated Subsidiaries.