Common use of New Subsidiaries and Pledgors Clause in Contracts

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days following the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be delivered to the Administrative Agent each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative Agent, for the benefit of the Secured Parties, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Interests; (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder Agreement, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viii) an opinion of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such Person, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect. (b) As soon as practicable but in any event within 30 Business Days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a), cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action relating thereto and to the pledge contained therein and described in Section 7.12(a)(vi), (viii), (ix) and (x).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days 45 days following the acquisition or creation of any Domestic Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be delivered to the Administrative Agent Lender each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities Equity Interests issued by such Material Subsidiary are Pledged Equity Interests and are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent Lender the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative AgentLender, for the benefit of the Secured Parties, in such Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Equity Interests; (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities Equity Interests issued by such Material Subsidiary are Pledged Equity Interests and are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Equity Interests with respect to such Pledged Equity Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests Equity Interest issued or owned by such Subsidiary are Pledged Equity Interests and constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Equity Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vi) if such Subsidiary itself owns any Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (vii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement hereunder, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent Lender for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent Lender and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent Lender for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viii) unless the Lender expressly waives such requirement in accordance with Section 10.01, an opinion or opinions of counsel to each Subsidiary executing any Guaranty Joinder Agreement, Security Joinder Agreement or Pledge Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed to the Administrative Agent and the LendersLender, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a)Lender; and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such PersonSubsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable lawLaws, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent Lender may elect. (b) As soon as practicable but in any event within 30 Business Days days following the acquisition of any Pledged Equity Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a)Agreement, cause to be delivered to the Administrative Agent Lender a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material the Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action actions relating thereto and to the pledge contained therein and described in Section 7.12(a)(viclauses (v), (vii), (viii), ) and (ix) of Section 7.12(a). (c) As soon as practicable, but in any event within 90 days following the date that a Direct Foreign Subsidiary becomes a Material Direct Foreign Subsidiary, cause to be delivered to the Lender each of the following: (i) if any of the Equity Interests issued by such Subsidiary are Pledged Equity Interests and are owned by a Subsidiary who has not then executed and delivered to the Lender the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Lender, for the benefit of the Secured Parties, in such Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Subsidiary that directly owns such Pledged Equity Interests; (ii) if any of the Equity Interests issued by such Subsidiary are Pledged Equity Interests and are owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower and each Subsidiary that owns any of such Pledged Equity Interests with respect to such Pledged Equity Interests in the form required by the Pledge Agreement; (iii) if the Equity Interest issued or owned by such Subsidiary are Pledged Equity Interests and constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Equity Interests and (xB) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (iv) if such Subsidiary itself owns any Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (v) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, a Security Joinder Agreement hereunder, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Lender for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Lender and its counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Lender for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (vi) unless the Lender expressly waives such requirement in accordance with Section 10.01, an opinion or opinions of counsel to each Subsidiary executing any Guaranty Joinder Agreement, Security Joinder Agreement or Pledge Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Supplement, provided for in this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed to the Lender, in form and substance acceptable to the Lender; and (vii) current copies of the Organization Documents of each such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable Laws, of the shareholders, members or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Lender may elect. (d) Notwithstanding the terms of Section 7.12(c), within 120 days of the date hereof, cause to be delivered to the Lender each of the items set forth in Section 7.12(c) with respect to TRX Germany GmbH and TRX Technologies India Private Limited.

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days 40 days following the acquisition or creation of any Subsidiary that is a Restricted Domestic Subsidiary or Direct Foreign Subsidiary, or but excluding the time any existing Subsidiary becomes a Material SubsidiaryBicycle Acquisition (with respect to which the provisions of Section 4.01 will govern and must be satisfied as of the Effective Date), cause to be delivered to the Administrative Agent each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative Agent, for the benefit of the Secured Parties, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged InterestsInterest (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion); (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the each Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vi) if such Subsidiary is a Domestic Subsidiary and itself owns any Subsidiary Securities issued by any Subsidiary that is, or after such acquisition or transaction will be, a Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance reasonably acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion); (vii) if such Subsidiary is a Domestic Subsidiary and owns any Intellectual Property, (A) an IP Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed) and (B) with respect to any Intellectual Property owned by the Borrower or a Domestic Subsidiary that is registered in a jurisdiction outside the United States, to the extent deemed necessary by the Administrative Agent in its reasonable discretion, an intellectual property security agreement or comparable document pursuant to the laws of the jurisdiction in which such Intellectual Property is registered, in form and substance reasonably acceptable to the Administrative Agent; (viii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement or an IP Security Joinder Agreement hereunder, Uniform Commercial Code financing statements naming such Person as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties as “"Secured Party,” " in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viiiix) unless the Administrative Agent expressly waives such requirement, an opinion or opinions of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 6.14 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 6.14 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a4.01(a); and). (ixx) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Organizational Documents and Operating Documents of each such PersonSubsidiary that is a Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Person Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.126.14, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect. (b) As soon as practicable but in any event within 30 Business Days days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to the preceding provisions of this Section 7.12(a)6.14, cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Subsidiary (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Material SubsidiarySubsidiary in form and substance reasonably acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion), and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents Organizational Documents, Operating Documents, and organizational action Organizational Action relating thereto and to the pledge contained therein and described in Section 7.12(a)(viclauses (v), (viii), (ix) and (x) of Section 6.14(a). (c) Notwithstanding anything contained in Sections 6.14(a) and (b), so long as no Default or an Event of Default has occurred and is continuing, nothing contained in Section 6.14(a) or (b) shall apply to any Immaterial Subsidiary (or to the pledge of Pledged Interests of any Direct Foreign Subsidiary that would be an Immaterial Subsidiary if it were a Domestic Subsidiary) acquired or created after the Effective Date, provided that in the event any Subsidiary ceases at any time to be an Immaterial Subsidiary (or as to any Direct Foreign Subsidiary whose Pledged Interests have not been pledged by virtue of the preceding sentence, such Subsidiary would no longer be an Immaterial Subsidiary if it were a Domestic Subsidiary) it shall, not later than thirty days after ceasing to be an Immaterial Subsidiary, comply with the provisions of Section 6.14(a) and (b).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days following To the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), the Borrower agrees promptly (and in any event, within 60 days of the Closing Date or the date of acquisition of such property or Persons (or such later date as may be agreed to by the Agents)) to do, or cause each Subsidiary of the Borrower to do, each of the following, unless otherwise agreed by the Agents: (i) if deliver to the Administrative Agent such duly-executed supplements and amendments to the Guaranty (or, in the case of any Subsidiary of any Loan Party that is both not a Domestic Subsidiary and or that holds shares in any Person that is not a Material Domestic Subsidiary, a Guaranty Joinder Agreement duly executed by foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Agents and as the Agents deem necessary or advisable in order to ensure that each Domestic Subsidiary of each Loan Party and each material Direct Foreign Subsidiary which has guaranteed any Indebtedness of the Borrower guarantees, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that in no event shall any Foreign Subsidiary be required to guaranty the payment of the Obligations, unless (x) the Borrower and the Agents otherwise agree or (y) such Material SubsidiaryForeign Subsidiary has guarantied any Indebtedness of the Borrower; (ii) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either not a Domestic Subsidiary or that holds shares in any Person that is not a Direct Foreign Domestic Subsidiary, foreign charges, pledges, security agreements and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed other Collateral Documents), in each case in form and delivered substance reasonably satisfactory to the Administrative Agent Agents and as the Pledge Agreement Agents deem necessary or a Pledge Joinder Agreement granting a Lien advisable in order to (A) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in such Pledged Intereststhe Stock and Stock Equivalents and other debt Securities owned by the Borrower or any Guarantor and (B) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a Pledge Joinder Agreement valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Borrower or any Guarantor (with all schedules thereto appropriately completedor Person who becomes a Guarantor); provided, however, that in no event shall the Borrower or any Guarantor be required to pledge (I) duly executed in excess of 65% of the outstanding Voting Stock of any Direct Foreign Subsidiary, (II) unless such Stock is otherwise held by the Material Borrower or any Guarantor, any of the Stock of any Non-U.S. Person that is a Subsidiary of such direct Subsidiary, (III) solely to the extent that directly any Domestic Person that is an International Holding Company or a “disregarded entity” for purposes of the Code (each such International Holding Company or “disregarded entity”, a “Specified Entity”) owns the Equity Securities of any Non-U.S. Person, (A) any Voting Stock of such Specified Entity in excess of 65% of the total outstanding Voting Stock of such Specified Entity and (B) all of the Voting Stock that such Specified Entity owns in its Subsidiaries that are Non-U.S. Persons or (IV) any assets of any Foreign Subsidiary, unless (x) in the case of any of the foregoing clauses (I), (II), (III) or (IV), the Borrower and the Agents otherwise agree or (y) in the case of any of the foregoing clauses (I), (II) or (IV), the pledgor thereof is a Foreign Subsidiary and a Guarantor; (iii) deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged InterestsStock, Pledged Notes and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the joinders, amendments and foreign agreements, if any, executed pursuant to clause (ii) above, together with (A) in the case of certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (B) in the case of Pledged Notes and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of such Loan Party or such Subsidiary thereof, as the case may be; (iv) if to take such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary other actions necessary or a Direct Foreign Subsidiary, and if any advisable to ensure the validity or continuing validity of the Subsidiary Securities issued by guaranties required to be given pursuant to clause (i) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (ii) above, including the filing of UCC financing statements in such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form jurisdictions as may be required by the Pledge AgreementCollateral Documents or by Law or as may be reasonably requested by the Agents; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiaryrequested by the Agents, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder Agreement, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viii) an opinion of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed deliver to the Administrative Agent and the Lenders, in form and substance reasonably acceptable legal opinions relating to the Administrative Agentmatters described above, each of which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, substantially similar reasonably satisfactory to those opinions of counsel delivered pursuant to Section 5.01(a); and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such Person, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may electAgents. (b) As soon Notwithstanding anything contained in Section 6.14(a) above, so long as practicable but in no Default or an Event of Default has occurred and is continuing, no Immaterial Subsidiary acquired after the Closing Date shall be required to be a Guarantor and neither the Borrower nor any event within 30 Business Days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise Guarantor shall be required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a), cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed the certificates evidencing the Stock or Stock Equivalents of any such Immaterial Subsidiary owned by such Material Person; provided that in the event any Subsidiary ceases at any time to be an Immaterial Subsidiary, and not later than 30 days after such Subsidiary ceases to be an Immaterial Subsidiary (or such later date as may be agreed to by the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action relating thereto and to the pledge contained therein and described in Section 7.12(a)(viAgents), (viii), (ixi) such Subsidiary shall comply with the provisions of Section 6.14(a) and (xii) the Borrower or the applicable Guarantor shall deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Subsidiary owned by the Borrower or such Guarantor in accordance with Section 6.14(a) above. (c) Notwithstanding anything contained in Section 6.14(a) above, no Securitization Entity shall be required at any time (i) to be a Guarantor hereunder or (ii) to comply with any of the provisions of Section 6.14(a); provided, that the Borrower or any Guarantor holding the Stock or Stock Equivalents of any Subsidiary that is a Securitization Entity shall be required to deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Securitization Entity owned by such Person; and provided, further, that in the event any such Subsidiary ceases at any time to be a Securitization Entity, not later than 30 days after such Subsidiary ceases to be a Securitization Entity (or such later date as may be agreed by the Agents), such Subsidiary shall comply with the provisions of Section 6.14(a), unless such Securitization Entity is an Immaterial Subsidiary.

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days days following the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be delivered to the Administrative Agent Lender each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities Equity Interests issued by such Material Subsidiary are Pledged Equity Interests and are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent Lender the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative AgentLender, for the benefit of the Secured Parties, in such Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Equity Interests; (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities Equity Interests issued by such Material Subsidiary are Pledged Equity Interests and are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Equity Interests with respect to such Pledged Equity Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests Equity Interest issued or owned by such Subsidiary we Pledged Equity Interests and constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Equity Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vi) if such Subsidiary itself owns any Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (vii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement hereunder, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent Lender for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent Lender and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent Lender for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viii) unless the Lender expressly waives such requirement in accordance with Section 9.01, an opinion or opinions of counsel to each Subsidiary executing any Guaranty Joinder Agreement, Security Joinder Agreement or Pledge Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 6.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 6.12 and addressed to the Administrative Agent and the LendersLender, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a)Lender; and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such PersonSubsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.126.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent Lender may elect. (b) As soon as practicable but in any event within 30 Business Days days following the acquisition of any Pledged Equity Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a)Agreement, cause to be delivered to the Administrative Agent Lender a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material the Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action actions relating thereto and to the pledge contained therein and described in Section 7.12(a)(viclauses (v), (vii), (viii), ) and (ix) and (xof Section 6.12(a).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days following To the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), the US Borrower agrees promptly (and in any event, within sixty (60) days of the Closing Date or the date of acquisition of such property or Persons (or such later date as may be agreed to by the Administrative Agent)) to do, or cause each Subsidiary of the US Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent: (i) if deliver to the Administrative Agent such duly-executed supplements and amendments to the Guaranty (or, in the case of any Subsidiary of any Loan Party that is both not a Domestic Subsidiary and or that holds shares in any Person that is not a Material Domestic Subsidiary, a Guaranty Joinder Agreement duly executed by foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure that each Domestic Subsidiary of each Loan Party and each material Direct Foreign Subsidiary which has guaranteed any Indebtedness of the US Borrower guarantees, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that in no event shall any Excluded Subsidiary or Foreign Subsidiary be required to guaranty the payment of the Obligations, unless (x) the US Borrower and the Administrative Agent otherwise agree or (y) such Material SubsidiaryExcluded Subsidiary or Foreign Subsidiary has guarantied any Indebtedness of the US Borrower; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that holds shares in any Person that is not a Domestic Subsidiary, other additional Collateral Documents under United States Law), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or a Pledge Joinder Agreement granting a Lien advisable in order to (A) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest, subject to any Permitted Liens, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Interests; (iv) if such Subsidiary is both a Material Subsidiary Stock and either a Domestic Subsidiary or a Direct Foreign Subsidiary, Stock Equivalents and if any of the Subsidiary other debt Securities issued by such Material Subsidiary are owned by the US Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests Guarantor and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) with respect effectively grant to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder Agreement, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent Agent, for the benefit of the Secured Parties as “Secured Party,” Parties, a valid, perfected and enforceable first-priority security interest, subject to any Permitted Liens, in formall property interests and other assets of the US Borrower or any Guarantor (or Person who becomes a Guarantor), substance other than Excluded Property; provided, however, that in no event shall the US Borrower or any Guarantor be required to pledge (I) in excess of sixty-five percent (65%) of the outstanding Voting Stock of any Direct Foreign Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the US Borrower, (II) unless such Stock is otherwise held by the US Borrower or any Guarantor, any of the Stock of any Non-U.S. Person that is a Subsidiary of such Direct Foreign Subsidiary, (III) in connection with any International Holding Company, (A) any Voting Stock of such International Holding Company in excess of sixty-five percent (65%) of the total outstanding Voting Stock of such International Holding Company to the extent the pledge of any greater percentage would result in material adverse tax consequences to the US Borrower and number sufficient (B) all of the Voting Stock that such International Holding Company owns in its Subsidiaries that are Non-U.S. Persons, (IV) any assets of any Foreign Subsidiary, unless (x) in the reasonable opinion case of any of the foregoing clauses (I), (II), (III) or (IV), the US Borrower and the Administrative Agent otherwise agree or (y) in the case of any of the foregoing clauses (I), (II) or (IV), the pledgor thereof is a Foreign Subsidiary and its special counsel a Guarantor; provided, further, however, that with respect to be filed security interests in all Uniform Commercial Code filing offices Stock and Stock Equivalents in all jurisdictions in which filing any Person that is necessary to perfect in favor of not, directly or indirectly, wholly-owned by the US Borrower, the Administrative Agent for may waive the benefit requirement in clause (A) or (B) above if the Administrative Agent shall determine, in its sole discretion, that the time, difficulty and/or cost of perfecting such security interests (including the Secured Parties costs of obtaining necessary consents and approvals from other holders of equity interest in such Persons) or other consequences (including any material adverse tax consequences) outweigh the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filingcollateral value thereof; (viiiiii) an opinion of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Notes and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the Lendersjoinders, amendments and agreements, if any, executed pursuant to clause (ii) above, together with (A) in the case of certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (B) in the case of Pledged Notes and other certificated debt Securities, endorsed in blank, in form each case executed and substance delivered by a Responsible Officer of such Loan Party or such Subsidiary thereof, as the case may be; (iv) to take such other actions necessary or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (i) above or to create, maintain or perfect the security interest required in the United States to be granted pursuant to clause (ii) above, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by Law or as may be reasonably acceptable to requested by the Administrative Agent; and (v) if requested by the Administrative Agent, each of deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, substantially similar reasonably satisfactory to those opinions of counsel delivered pursuant to Section 5.01(a); and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such Person, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may electAgent. (b) As soon as practicable but Notwithstanding anything contained in Section 6.14(a) above, unless an Event of Default is continuing and the Administrative Agent shall have requested compliance herewith, no Immaterial Subsidiary shall be required (i) to be a Guarantor hereunder or (ii) to comply with any event within 30 Business Days following of the acquisition provisions of Section 6.14(a) and neither the US Borrower nor any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise Guarantor shall be required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a), cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed the certificates evidencing the Stock or Stock Equivalents of any such Immaterial Subsidiary owned by such Material Person; provided that in the event any Subsidiary ceases at any time to be an Immaterial Subsidiary, not later than sixty (60) days after such Subsidiary ceases to be an Immaterial Subsidiary (or such later date as may be agreed to in writing by the Administrative Agent), (i) such Subsidiary shall comply with the provisions of Section 6.14(a) and (ii) the US Borrower or the applicable Guarantor shall deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Subsidiary owned by the US Borrower or such Guarantor in accordance with Section 6.14(a) above. (c) Notwithstanding anything contained in Section 6.14 above, no Securitization Entity shall be required at any time (i) to be a Guarantor hereunder or (ii) to comply with any of the provisions of Section 6.14(a); provided, that the US Borrower or any Guarantor holding the Stock or Stock Equivalents of any Subsidiary that is a Securitization Entity shall be required to deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Securitization Entity owned by such Person; and provided, further, that in the event any such Subsidiary ceases at any time to be a Securitization Entity, not later than sixty (60) days after such Subsidiary ceases to be a Securitization Entity (or such later date as may be agreed to in writing by the Administrative Agent), such Subsidiary shall comply with the provisions of Section 6.14(a), unless such Securitization Entity is an Immaterial Subsidiary and meets the requirements of Section 6.14(b). (d) Notwithstanding anything contained in Section 6.14(a) above, unless an Event of Default is continuing and the documentsAdministrative Agent shall have requested compliance herewith, stock certificatesneither the US Borrower nor any Guarantor shall be required to deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of any Immaterial Foreign Subsidiary owned by such Person and acquired after the Closing Date (or execute and deliver foreign charges or foreign pledge or security agreements in respect of the Stock or Stock Equivalents of any such Immaterial Foreign Subsidiary); provided that in the event any Subsidiary ceases at any time to be an Immaterial Foreign Subsidiary, stock powersnot later than sixty (60) days after such Subsidiary ceases to be an Immaterial Foreign Subsidiary (or such later date as may be agreed to by the Administrative Agent), financing statementsthe US Borrower or the applicable Guarantor shall deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Subsidiary owned by the US Borrower or such Guarantor (and execute and deliver to the Administrative Agent supplements to the Pledge and Security Agreement in respect of the Stock or Stock Equivalents of such Subsidiary) in accordance with, opinions, Organization Documents and organizational action relating thereto and to the pledge contained therein and described in extent required by, Section 7.12(a)(vi6.14(a) above (without regard to this clause (d), (viii), (ix) and (x).

New Subsidiaries and Pledgors. (a) As Subject to Section 7.18, as soon as practicable but in any event within 30 10 Business Days following the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be delivered to the Administrative Agent each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary owns any real property that the Administrative Agent determines, in its reasonable discretion, is both material, a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and Mortgage with respect to such real property; (iv) if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative Agent, for the benefit of the Secured Parties, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Interests; (ivv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the each Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests Interest and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) if such Subsidiary itself owns any Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (viii) if such Subsidiary owns any Intellectual Property, an IP Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed); (ix) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement or an IP Security Joinder Agreement hereunder, Uniform Commercial Code financing statements naming such Person as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties as “"Secured Party,” " in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viiix) an opinion of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 6.14 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 6.14 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a4.01(a); and). (ixxi) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such PersonSubsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.126.14, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect. (b) As soon as practicable but in any event within 30 10 Business Days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to the preceding provisions of this Section 7.12(a)6.14, cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material the Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action Organizational Action relating thereto and to the pledge contained therein and described in Section 7.12(a)(vi), clauses (viiivi), (ix), (x) and (xxi) of Section 6.14(a).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days days following the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be delivered to the Administrative Agent Lender each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities Equity Interests issued by such Material Subsidiary are Pledged Equity Interests and are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent Lender the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative AgentLender, for the benefit of the Secured Parties, in such Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Equity Interests; (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities Equity Interests issued by such Material Subsidiary are Pledged Equity Interests and are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Equity Interests with respect to such Pledged Equity Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests Equity Interest issued or owned by such Subsidiary are Pledged Equity Interests and constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Equity Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vi) if such Subsidiary itself owns any Pledged Equity Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (vii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement hereunder, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent Lender for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent Lender and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent Lender for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viii) unless the Lender expressly waives such requirement in accordance with Section 9.01, an opinion or opinions of counsel to each Subsidiary executing any Guaranty Joinder Agreement, Security Joinder Agreement or Pledge Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 6.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 6.12 and addressed to the Administrative Agent and the LendersLender, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a)Lender; and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such PersonSubsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.126.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent Lender may elect. (b) As soon as practicable but in any event within 30 Business Days days following the acquisition of any Pledged Equity Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a)Agreement, cause to be delivered to the Administrative Agent Lender a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material the Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action actions relating thereto and to the pledge contained therein and described in Section 7.12(a)(viclauses (v), (vii), (viii), ) and (ix) and (xof Section 6.12(a).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 20 Business Days following the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be delivered to the Administrative Agent each of the following: (i) a Guaranty Joinder Agreement (or in the event such Subsidiary is the first such Subsidiary following the Closing Date, the Guaranty), duly executed by such Subsidiary if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary owns any real property that the Administrative Agent determines, in its reasonable discretion, is both material, a Material Subsidiary and either a Domestic Subsidiary mortgage or a Direct Foreign Subsidiarydeed of trust, and as applicable, with respect to such real property; (iv) if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who (other than NeuLevel) that has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative Agent, for the benefit of the Secured Parties, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Interests; (ivv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who that has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the each Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code Code, (A) the certificates representing 100% of such Pledged Interests Interest and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) if such Subsidiary itself owns any Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (viii) if such Subsidiary owns any IP Rights, a security agreement relating to such IP Rights in form and substance reasonably satisfactory to the Administrative Agent; (ix) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, Supplement or a Security Joinder AgreementAgreement hereunder, Uniform Commercial Code financing statements naming such Person as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties as “"Secured Party,” " in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filingfiling and, with respect to any IP Rights, such filings with the Patent and Trademark Office and the Copyright Office as the Administrative Agent may reasonably request; (viiix) an opinion of counsel to each Subsidiary executing any the Guaranty, a Joinder Agreement or a Pledge Agreement Supplement, as applicable, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); and. (ixxi) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such PersonSubsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may reasonably elect. (b) As soon as practicable but in any event within 30 10 Business Days following the acquisition of any Pledged Interests by any Material Subsidiary who that has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who that is not otherwise required to deliver a Pledge Joinder Agreement pursuant to the preceding provisions of this Section 7.12(a)7.12, cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material the Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action Organizational Action relating thereto and to the pledge contained therein and described in Section 7.12(a)(vi), clauses (viiivi), (ix), (x) and (xxi) of Section 7.12(a).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days following To the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), the Borrower agrees promptly (and in any 104 event, within 40 days of the Closing Date or the date of acquisition of such property or Persons (or such later date as may be agreed to by the Agents)) to do, or cause each Subsidiary of the Borrower to do, each of the following, unless otherwise agreed by the Agents: (i) if deliver to the Administrative Agent such duly-executed supplements and amendments to the Guaranty (or, in the case of any Subsidiary of any Loan Party that is both not a Domestic Subsidiary and or that holds shares in any Person that is not a Material Domestic Subsidiary, a Guaranty Joinder Agreement duly executed by foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Agents and as the Agents deem necessary or advisable in order to ensure that each Domestic Subsidiary of each Loan Party and each material Direct Foreign Subsidiary which has guaranteed any Indebtedness of the Borrower guarantees, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that in no event shall any Foreign Subsidiary be required to guaranty the payment of the Obligations, unless (x) the Borrower and the Agents otherwise agree or (y) such Material SubsidiaryForeign Subsidiary has guarantied any Indebtedness of the Borrower; (ii) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either not a Domestic Subsidiary or that holds shares in any Person that is not a Direct Foreign Domestic Subsidiary, foreign charges, pledges, security agreements and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed other Collateral Documents), in each case in form and delivered substance reasonably satisfactory to the Administrative Agent Agents and as the Pledge Agreement Agents deem necessary or a Pledge Joinder Agreement granting a Lien advisable in order to (A) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Interests; (iv) if such Subsidiary is both a Material Subsidiary Stock and either a Domestic Subsidiary or a Direct Foreign Subsidiary, Stock Equivalents and if any of the Subsidiary other debt Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests Guarantor and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) with respect effectively grant to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder Agreement, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent Agent, for the benefit of the Secured Parties as “Secured Party,” Parties, a valid, perfected and enforceable first-priority security interest in formall property interests and other assets of any Borrower or any Guarantor (or Person who becomes a Guarantor); provided, substance and number sufficient however, that in no event shall the Borrower or any Guarantor be required to pledge (I) in excess of 65% of the outstanding Voting Stock of any Direct Foreign Subsidiary, (II) unless such Stock is otherwise held by the Borrower or any Guarantor, any of the Stock of any Non-U.S. Person that is a Subsidiary of such direct Subsidiary or (III) any assets of any Foreign Subsidiary, unless in the reasonable opinion case of any of the Administrative Agent foregoing clauses (I), (II) or (III), (x) the Borrower and its special counsel to be filed in all Uniform Commercial Code filing offices the Agents otherwise agree or (y) the pledgor thereof is a Foreign Subsidiary and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filinga Guarantor; (viiiiii) an opinion of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Notes and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the Lendersjoinders, amendments and foreign agreements, if any, executed pursuant to clause (ii) above, together with (A) in the case of certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (B) in the case of Pledged Notes and other certificated debt Securities, endorsed in blank, in form each case executed and substance delivered by a Responsible Officer of such Loan Party or such Subsidiary thereof, as the case may be; (iv) to take such other actions necessary or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (i) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (ii) above, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by Law or as may be reasonably acceptable requested by the Agents; 105 (v) if requested by the Agents, deliver to the Administrative AgentAgent legal opinions relating to the matters described above, each of which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, substantially similar reasonably satisfactory to those opinions of counsel delivered pursuant to Section 5.01(a); and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such Person, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may electAgents. (b) As soon Notwithstanding anything contained in Section 6.14(a) above, so long as practicable but in no Default or an Event of Default has occurred and is continuing, no Immaterial Subsidiary acquired after the Closing Date shall be required to be a Guarantor and neither the Borrower nor any event within 30 Business Days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise Guarantor shall be required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a), cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed the certificates evidencing the Stock or Stock Equivalents of any such Immaterial Subsidiary owned by such Material Person; provided that in the event any Subsidiary ceases at any time to be an Immaterial Subsidiary, and not later than 30 days after such Subsidiary ceases to be an Immaterial Subsidiary (or such later date as may be agreed to by the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action relating thereto and to the pledge contained therein and described in Section 7.12(a)(viAgents), (viii), (ixi) such Subsidiary shall comply with the provisions of Section 6.14(a) and (x)ii) the Borrower or the applicable Guarantor shall deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Subsidiary owned by the Borrower or such Guarantor in accordance with Section 6.14(a) above.

New Subsidiaries and Pledgors. (a) As Notify the Administrative Agent of the acquisition or creation of any Subsidiary that is a Domestic Subsidiary or Direct Foreign Subsidiary, and as soon as practicable but in any event within 30 Business Days days following the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, Domestic Subsidiary or the time any existing Subsidiary becomes a Material Direct Foreign Subsidiary, cause to be delivered to the Administrative Agent each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative Agent, for the benefit of the Secured Parties, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged InterestsInterest (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion); (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the each Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests (if such securities are certificated securities) and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vi) if such Subsidiary is a Domestic Subsidiary and itself owns any Subsidiary Securities issued by any Subsidiary that is, or after such acquisition or transaction will be, a Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance reasonably acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion); (vii) if such Subsidiary is a Domestic Subsidiary and owns any Intellectual Property, (A) an IP Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed) and (B) with respect to any Intellectual Property owned by the Borrower or a Domestic Subsidiary that is registered in a jurisdiction outside the United States, to the extent deemed necessary by the Administrative Agent in its sole discretion, an intellectual property security agreement or comparable document pursuant to the laws of the jurisdiction in which such Intellectual Property is registered, in form and substance reasonably acceptable to the Administrative Agent; (viii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement or an IP Security Joinder Agreement hereunder, Uniform Commercial Code financing statements (or amendments to previously filed financing statements, as applicable) naming such Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viiiix) if such Subsidiary is a Domestic Subsidiary and leases any real property, an Assignment of Lease with respect to such real property in form and content acceptable to the Administrative Agent; (x) unless the Administrative Agent expressly waives such requirement, an opinion or opinions of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 6.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 6.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a4.01(a); and); (ixxi) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Organizational Documents and Operating Documents of each such PersonSubsidiary that is a Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Person Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.126.12, all certified by the applicable Governmental Authority (if an Organizational Document or other document that can be certified by the applicable Governmental Authority) or appropriate officer as the Administrative Agent may elect. (b) As soon as practicable but in any event within 30 Business Days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a), cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents and organizational action relating thereto and to the pledge contained therein and described in Section 7.12(a)(vi), (viii), (ix) and (x).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days following To the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, or the time any existing Subsidiary becomes a Material Subsidiary, cause to be extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), the US Borrower agrees promptly (and in any event, within sixty (60) days of the Closing Date or the date of acquisition of such property or Persons (or such later date as may be agreed to by the Administrative Agent)) to do, or cause each Subsidiary of the US Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent: (i) if deliver to the Administrative Agent such duly-executed supplements and amendments to the Guaranty (or, in the case of any Subsidiary of any Loan Party that is both not a Domestic Subsidiary and or that holds shares in any Person that is not a Material Domestic Subsidiary, a Guaranty Joinder Agreement duly executed by foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure that each Domestic Subsidiary of each Loan Party and each material Direct Foreign Subsidiary which has guaranteed any Indebtedness of the US Borrower guarantees, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that in no event shall any Excluded Subsidiary or Foreign Subsidiary be required to guaranty the payment of the Obligations, unless (x) the US Borrower and the Administrative Agent otherwise agree or (y) such Material SubsidiaryExcluded Subsidiary or Foreign Subsidiary has guarantied any Indebtedness of the US Borrower; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that holds shares in any Person that is not a Domestic Subsidiary, other additional Collateral Documents under United States Law), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or a Pledge Joinder Agreement granting a Lien advisable in order to (A) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest, subject to any Permitted Liens, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged Interests; (iv) if such Subsidiary is both a Material Subsidiary Stock and either a Domestic Subsidiary or a Direct Foreign Subsidiary, Stock Equivalents and if any of the Subsidiary other debt Securities issued by such Material Subsidiary are owned by the US Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests Guarantor and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) with respect effectively grant to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder Agreement, Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent Agent, for the benefit of the Secured Parties as “Secured Party,” Parties, a valid, perfected and enforceable first-priority security interest, subject to any Permitted Liens, in formall property interests and other assets of the US Borrower or any Guarantor (or Person who becomes a Guarantor), substance other than Excluded Property; provided, however, that in no event shall the US Borrower or any Guarantor be required to pledge (I) in excess of sixty-five percent (65%) of the outstanding Voting Stock of any Direct Foreign Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the US Borrower, (II) unless such Stock is otherwise held by the US Borrower or any Guarantor, any of the Stock of any Non-U.S. Person that is a Subsidiary of such Direct Foreign Subsidiary, (III) in connection with any International Holding Company, (A) any Voting Stock of such International Holding Company in excess of sixty-five percent (65%) of the total outstanding Voting Stock of such International Holding Company to the extent the pledge of any greater percentage would result in material adverse tax consequences to the US Borrower and number sufficient (B) all of the Voting Stock that such International Holding Company owns in its Subsidiaries that are Non-U.S. Persons, (IV) any assets of any Foreign Subsidiary, unless (x) in the reasonable opinion case of any of the foregoing clauses (I), (II), (III) or (IV), the US Borrower and the Administrative Agent otherwise agree or (y) in the case of any of the foregoing clauses (I), (II) or (IV), the pledgor thereof is a Foreign Subsidiary and its special counsel a Guarantor; provided, further, however, that with respect to be filed security interests in all Uniform Commercial Code filing offices Stock and Stock Equivalents in all jurisdictions in which filing any Person that is necessary to perfect in favor of not, directly or indirectly, wholly-owned by the US Borrower, the Administrative Agent for may waive the benefit requirement in clause (A) or (B) above if the Administrative Agent shall determine, in its sole discretion, that the time, difficulty and/or cost of perfecting such security interests (including the Secured Parties costs of obtaining necessary consents and approvals from other holders of equity interest in such Persons) or other consequences (including any material adverse tax consequences) outweigh the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filingcollateral value thereof; (viiiiii) an opinion of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 and addressed deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Notes and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the Lendersjoinders, amendments and agreements, if any, executed pursuant to clause (ii) above, together with (A) in the case of certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (B) in the case of Pledged Notes and other certificated debt Securities, endorsed in blank, in form each case executed and substance delivered by a Responsible Officer of such Loan Party or such Subsidiary thereof, as the case may be; (iv) to take such other actions necessary or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (i) above or to create, maintain or perfect the security interest required in the United States to be granted pursuant to clause (ii) above, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by Law or as may be reasonably acceptable to requested by the Administrative Agent; and (v) if requested by the Administrative Agent, each of deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, substantially similar reasonably satisfactory to those opinions of counsel delivered pursuant to Section 5.01(a); and (ix) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Documents of each such Person, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may electAgent. (b) As soon as practicable but Notwithstanding anything contained in Section 6.14(a) above, unless an Event of Default is continuing and the Administrative Agent shall have requested compliance herewith, no Immaterial Subsidiary shall be required (i) to be a Guarantor hereunder or (ii) to comply with any event within 30 Business Days following of the acquisition provisions of Section 6.14(a) and neither the US Borrower nor any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise Guarantor shall be required to deliver a Pledge Joinder Agreement pursuant to Section 7.12(a), cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed the certificates evidencing the Stock or Stock Equivalents of any such Immaterial Subsidiary owned by such Material Person; provided that in the event any Subsidiary ceases at any time to be an Immaterial Subsidiary, not later than thirty (30) days after such Subsidiary ceases to be an Immaterial Subsidiary (or such later date as may be agreed to in writing by the Administrative Agent), (i) such Subsidiary shall comply with the provisions of Section 6.14(a) and (ii) the US Borrower or the applicable Guarantor shall deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Subsidiary owned by the US Borrower or such Guarantor in accordance with Section 6.14(a) above. (c) Notwithstanding anything contained in Section 6.14 above, no Securitization Entity shall be required at any time (i) to be a Guarantor hereunder or (ii) to comply with any of the provisions of Section 6.14(a); provided, that the US Borrower or any Guarantor holding the Stock or Stock Equivalents of any Subsidiary that is a Securitization Entity shall be required to deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Securitization Entity owned by such Person; and provided, further, that in the event any such Subsidiary ceases at any time to be a Securitization Entity, not later than thirty (30) days after such Subsidiary ceases to be a Securitization Entity (or such later date as may be agreed to in writing by the Administrative Agent), such Subsidiary shall comply with the provisions of Section 6.14(a), unless such Securitization Entity is an Immaterial Subsidiary and meets the requirements of Section 6.14(b). (d) Notwithstanding anything contained in Section 6.14(a) above, unless an Event of Default is continuing and the documentsAdministrative Agent shall have requested compliance herewith, stock certificatesneither the US Borrower nor any Guarantor shall be required to deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of any Immaterial Foreign Subsidiary owned by such Person and acquired after the Closing Date (or execute and deliver foreign charges or foreign pledge or security agreements in respect of the Stock or Stock Equivalents of any such Immaterial Foreign Subsidiary); provided that in the event any Subsidiary ceases at any time to be an Immaterial Foreign Subsidiary, stock powersnot later than 30 days after such Subsidiary ceases to be an Immaterial Foreign Subsidiary (or such later date as may be agreed to by the Administrative Agent), financing statementsthe US Borrower or the applicable Guarantor shall deliver to the Administrative Agent the certificates evidencing the Stock or Stock Equivalents of such Subsidiary owned by the US Borrower or such Guarantor (and execute and deliver to the Administrative Agent supplements to the Pledge and Security Agreement in respect of the Stock or Stock Equivalents of such Subsidiary) in accordance with, opinions, Organization Documents and organizational action relating thereto and to the pledge contained therein and described in extent required by, Section 7.12(a)(vi6.14(a) above (without regard to this clause (d), (viii), (ix) and (x).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days days following the acquisition or creation of any Subsidiary that is a Restricted Subsidiary, Domestic Subsidiary or the time any existing Subsidiary becomes a Material Direct Foreign Subsidiary, cause to be delivered to the Administrative Agent each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative Agent, for the benefit of the Secured Parties, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged InterestsInterest (or, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance acceptable to the Administrative Agent); (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the each Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vi) if such Subsidiary is a Domestic Subsidiary and itself owns any Subsidiary that is or, after such acquisition or transaction, will be a Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary (or, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance reasonably acceptable to the Administrative Agent); (vii) if such Subsidiary is a Domestic Subsidiary and owns any Intellectual Property, an IP Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed); (viii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement or an IP Security Joinder Agreement hereunder, Uniform Commercial Code financing statements naming such Person as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties as “"Secured Party,” " in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viiiix) unless the Administrative Agent expressly waives such requirement, an opinion of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 6.14 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 6.14 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a4.01(a); and). (ixx) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Organizational Documents and Operating Documents of each such PersonSubsidiary that is a Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Person Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.126.14, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect. (b) As soon as practicable but in any event within 30 Business Days days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to the preceding provisions of this Section 7.12(a)6.14, cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material the Subsidiary, and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents Organizational Documents, Operating Documents, and organizational action Organizational Action relating thereto and to the pledge contained therein and described in Section 7.12(a)(viclauses (v), (viii), (ix) and (x) of Section 6.14(a).

New Subsidiaries and Pledgors. (a) As soon as practicable but in any event within 30 Business Days days following the acquisition or creation of any Subsidiary that is a Restricted Domestic Subsidiary or Direct Foreign Subsidiary, or but excluding the time any existing Subsidiary becomes a Material SubsidiaryLehigh Acquisition (with respect to which the provisions of Section 4.01 will govern and must be satisfied as of the Closing Date), cause to be delivered to the Administrative Agent each of the following: (i) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Guaranty Joinder Agreement duly executed by such Material Subsidiary; (ii) if such Subsidiary is both a Domestic Subsidiary and a Material Subsidiary, a Security Joinder Agreement duly executed by such Material Subsidiary (with all schedules thereto appropriately completed); (iii) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by a Material Subsidiary who has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Administrative Agent, for the benefit of the Secured Parties, in such Pledged Interests, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Material Subsidiary that directly owns such Pledged InterestsInterest (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion); (iv) if such Subsidiary is both a Material Subsidiary and either a Domestic Subsidiary or a Direct Foreign Subsidiary, and if any of the Subsidiary Securities issued by such Material Subsidiary are owned by the Borrower or a Material Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by the each Borrower (if applicable) and each Material Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement; (v) if such Subsidiary is a Material Subsidiary and owns any Domestic Subsidiary or Direct Foreign Subsidiary that is also a Material Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Material Subsidiary; (vi) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A) the certificates representing 100% of such Pledged Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vi) if such Subsidiary is a Domestic Subsidiary and itself owns any Subsidiary Securities issued by any Subsidiary that is, or after such acquisition or transaction will be, a Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance reasonably acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion); (vii) if such Subsidiary is a Domestic Subsidiary and owns any Intellectual Property, (A) an IP Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed) and (B) with respect to any Intellectual Property owned by the Borrower or a Domestic Subsidiary that is registered in a jurisdiction outside the United States, to the extent deemed necessary by the Administrative Agent in its reasonable discretion, an intellectual property security agreement or comparable document pursuant to the laws of the jurisdiction in which such Intellectual Property is registered, in form and substance reasonably acceptable to the Administrative Agent; (viii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement, or a Security Joinder AgreementAgreement or an IP Security Joinder Agreement hereunder, Uniform Commercial Code financing statements naming such Person as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties as “"Secured Party,” " in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (viiiix) unless the Administrative Agent expressly waives such requirement, an opinion or opinions of counsel to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to provided for in this Section 7.12 6.14 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 7.12 6.14 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a4.01(a); and). (ixx) with respect to each Subsidiary executing any Joinder Agreement or Pledge Supplement, and the Borrower if it executes a Pledge Agreement Supplement, pursuant to this Section 7.12, current copies of the Organization Organizational Documents and Operating Documents of each such PersonSubsidiary that is a Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Person Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.126.14, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect. (b) As soon as practicable but in any event within 30 Business Days days following the acquisition of any Pledged Interests by any Material Subsidiary who has not theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who is not otherwise required to deliver a Pledge Joinder Agreement pursuant to the preceding provisions of this Section 7.12(a)6.14, cause to be delivered to the Administrative Agent a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Subsidiary (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Material SubsidiarySubsidiary in form and substance reasonably acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion), and the documents, stock certificates, stock powers, financing statements, opinions, Organization Documents Organizational Documents, Operating Documents, and organizational action Organizational Action relating thereto and to the pledge contained therein and described in Section 7.12(a)(viclauses (v), (viii), (ix) and (x) of Section 6.14(a). (c) Notwithstanding anything contained in Sections 6.14(a) and (b), so long as no Default or an Event of Default has occurred and is continuing, nothing contained in Section 6.14(a) or (b) shall apply to any Immaterial Subsidiary (or to the pledge of Pledged Interests of any Direct Foreign Subsidiary that would be an Immaterial Subsidiary if it were a Domestic Subsidiary) acquired or created after the Closing Date, provided that in the event any Subsidiary ceases at any time to be an Immaterial Subsidiary (or as to any Direct Foreign Subsidiary whose Pledged Interests have not been pledged by virtue of the preceding sentence, such Subsidiary would no longer be an Immaterial Subsidiary if it were a Domestic Subsidiary) it shall, not later than thirty days after ceasing to be an Immaterial Subsidiary, comply with the provisions of Section 6.14(a) and (b).