Common use of Subsidiary Collateral Documents; Subsidiary Guarantors Clause in Contracts

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower shall execute or shall cause to be executed: (i) on the date any Person becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic Subsidiary, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent and its Domestic Subsidiaries; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)); (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and (iii) in either such case the Parent and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower shall execute or shall cause to be executed: (i) on the date any Person that is organized under the laws of the United States or any state thereof becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic SubsidiaryBorrower, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent and its Domestic Subsidiaries; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) Person shall become a Guarantorparty thereto; provided, that such Person shall not guaranty any of its own obligations owing to the Holders of Secured Obligations or Secured Obligations that arose prior to its becoming a party to the Guaranty, (b) a Security Agreement in substantially the form executed on March 16, 2011 (or a supplement thereto); and (c) a supplement to Schedule 5.8 identifying the Security Agreement pursuant to which such Domestic applicable additional new Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))Guarantor; (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect order to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of further effect the requirements of clause (i) above have been satisfiedthis Section 6.23, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and (iii) in either such case the Parent and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agentopinions of counsel, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) Agent’s Lien), in each case in form and substance reasonably satisfactory to the Agent, and necessary to reasonably satisfy the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over of, security interest in and Lien upon the Collateral related theretoowned by such new Subsidiary Guarantor subject to Liens permitted pursuant to Section 6.15; (iii) The Borrower shall cause each Subsidiary Guarantor to acknowledge and agree that such Subsidiary Guarantor’s entry into the Guaranty is a condition to and is given as an inducement for and in consideration of credit accommodations extended to the Borrower under this Agreement and the other Loan Documents and not for any credit accommodation extended to such Subsidiary Guarantor. (iv) This Section 6.23 shall not apply with respect to Excluded Subsidiaries.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent USI and the Borrower shall execute or shall cause to be executed: (i) on the date any Person becomes a Subsidiary of the ParentUSI, if such Subsidiary is a Domestic Subsidiary, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent USI and its Domestic Subsidiaries; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; and (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)); (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent USI shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent USI and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and (iii) in either such case the Parent USI and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent USI and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower Company shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Material Subsidiary of the ParentCompany pursuant to a Permitted Acquisition or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case as soon as practicable but in any event within thirty (30) days (or such longer period as the Administrative Agent shall agree) following such date, if such Subsidiary Person is a Domestic Subsidiary, (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person Domestic Subsidiary owned by the Parent Company and its Domestic SubsidiariesSubsidiaries that are Subsidiary Guarantors in substantially the form of the Pledge Agreement(s) executed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Subsidiaries (but not in excess of 65% (in vote and value) of all of the outstanding Equity Interests of its direct Foreign Subsidiaries), and the other than an SPV) intellectual propertydocuments required thereby; and (e) if requested by the Administrative Agent or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) owned real property located in the United States with a value in excess of $10,000,000 (other than leased per property) with a fair market value greater than or equal to $2,000,000that is acquired after the Effective Date, in each case to provide the Administrative Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))thereon; (iib) on following the date on which (i) any Person becomes a Material Subsidiary of the Borrower pursuant to a Permitted Acquisition, or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case if such Person is a Foreign Subsidiary, upon the request of the Administrative Agent, as soon as practicable but in any event within thirty (30) days (or such longer period of time as the Administrative Agent shall agree) following the date on which such Person became a Material Foreign Subsidiarydate, a pledge agreement or share mortgage in favor of the Agent Administrative Agent, for the benefit of the Holders of Secured Obligations Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary with respect to 65% (in vote and value) of all of the outstanding equity interests Equity Interests of such Material Foreign SubsidiarySubsidiary to the extent owned by the Company or a Subsidiary Guarantor; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material such Foreign Subsidiary issues or causes to be issued equity interestsEquity Interests, such that the aggregate amount of the equity interests Equity Interests of Material such Foreign Subsidiary pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations is less than 65% (in vote or value) of all of the outstanding equity interests Equity Interests of such PersonForeign Subsidiary to the extent owned by the Company or a Subsidiary Guarantor, the Parent Company shall (A) promptly notify the Administrative Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Administrative Agent may reasonably request all in form and substance reasonably satisfactory to the Agent Administrative Agent, in order to cause all of the equities Equity Interests of such Material Foreign Subsidiary owned by the Parent Company and its Subsidiaries the Subsidiary Guarantors (but not in excess of 65% (in vote or value) of all of the outstanding equities Equity Interests thereof) to be pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations; provided further, that if at any time any such Foreign Subsidiary redeems or acquires, or causes to be redeemed or acquired, Equity Interests in such Foreign Subsidiary, such that the aggregate amount of the Equity Interests of such Foreign Subsidiary pledged to the Administrative Agent, for the benefit of the Holders of Secured Obligations, would be greater than or equal to 65% (in vote or value) of all of the outstanding Equity Interests of such Person, taking into account such redemption or acquisition, the Company shall (A) notify the Administrative Agent of the intent to effect such redemption or acquisition at least thirty (30) days (or such shorter period of time as the Administrative Agent shall agree) prior to the effectiveness thereof, and (B) the Administrative Agent shall, on or prior to the date of such redemption or acquisition, deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Company may reasonably request, all in form and substance reasonably satisfactory to the Company and the Administrative Agent, evidencing a release of a sufficient number of the Equity Interests of such Foreign Subsidiary, taking into account such redemption or acquisition, from any pledge, mortgage, lien or other encumbrance imposed under the Pledge Agreements, Security Agreement and other Collateral Documents such that, taking into account such Equity Interests redeemed or acquired and such Equity Interests released, the aggregate Equity Interests in such Foreign Subsidiary that remain subject to any such pledge, mortgage or encumbrance do not exceed 65% (in vote or value) of all of the outstanding Equity Interests in such Foreign Subsidiary; (c) on or prior to July 1, 2008 (or such later date as the Administrative Agent shall agree), a pledge agreement or share mortgage in favor of the Administrative Agent, for the benefit of the Holders of Secured Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary with respect to 65% (in vote and value) of all of the outstanding Equity Interests of the following Foreign Subsidiaries: Insight Technology Solutions GmbH and Insight Technology Solutions SA; and (iiid) in either any such case as provided above in this Section 5.09 the Parent and the Borrower Company shall deliver or cause to be delivered to the Administrative Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto. Notwithstanding the foregoing requirements of this Section 5.09: (i) all of the Equity Interests of a European Borrower and the Subsidiaries of the Company that directly or indirectly own the Equity Interests of such European Borrower (other than Insight Enterprises CV) shall be pledged to the Administrative Agent to secure the Secured Obligations owing by such European Borrower and each other European Borrower; and (ii) no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Administrative Agent hereunder or in connection herewith so long as such Receivables Entity is subject to a Permitted Receivables Facility.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower Company shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Material Subsidiary of the ParentCompany pursuant to a Permitted Acquisition or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case as soon as practicable but in any event within thirty (30) days (or such longer period as the Administrative Agent shall agree) following such date, if such Subsidiary Person is a Domestic Subsidiary, (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person owned by the Parent Company and its Domestic SubsidiariesSubsidiaries that are Subsidiary Guarantors in substantially the form of the Pledge Agreement(s) executed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Subsidiaries (but not in excess of 65% (in vote and value) of all of the outstanding Equity Interests of its direct Foreign Subsidiaries), and the other than an SPV) intellectual propertydocuments required thereby; and (e) if requested by the Administrative Agent or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) owned real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Administrative Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))thereon; (iib) on following the date on which (i) any Person becomes a Material Subsidiary of the Borrower pursuant to a Permitted Acquisition, (ii) any Person becomes the German Borrower (if such Person is a direct Subsidiary of the Company or a Domestic Subsidiary) or (iii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case as soon as practicable but in any event within thirty (30) days (or such longer period as the Administrative Agent shall agree) following such date, if such Person is a Foreign Subsidiary, upon the request of the Administrative Agent, as soon as practicable but in any event within thirty (30) days (or such longer period of time as the Administrative Agent shall agree) following the date on which such Person became a Material Foreign Subsidiarydate, a pledge agreement or share mortgage in favor of the Agent Administrative Agent, for the benefit of the Holders of Secured Obligations Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary with respect to 65% (in vote and value) of all of the outstanding equity interests Equity Interests of such Material Foreign SubsidiarySubsidiary to the extent owned by the Company or a Subsidiary Guarantor; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material such Foreign Subsidiary issues or causes to be issued equity interestsEquity Interests, such that the aggregate amount of the equity interests Equity Interests of Material such Foreign Subsidiary pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations is less than 65% (in vote or value) of all of the outstanding equity interests Equity Interests of such PersonPerson to the extent owned by the Company or a Subsidiary Guarantor, the Parent Company shall (A) promptly notify the Administrative Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Administrative Agent may reasonably request all in form and substance reasonably satisfactory to the Agent Administrative Agent, in order to cause all of the equities Equity Interests of such Material Foreign Subsidiary owned by the Parent Company and its Subsidiaries the Subsidiary Guarantors (but not in excess of 65% (in vote or value) of all of the outstanding equities Equity Interests thereof) to be pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations; provided further, that if at any time any such Foreign Subsidiary redeems or acquires, or causes to be redeemed or acquired, Equity Interests in such Foreign Subsidiary, such that the aggregate amount of the Equity Interests of such Foreign Subsidiary pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations would be greater than or equal to 65% (in vote or value) of all of the outstanding Equity Interests of such Person, taking into account such redemption or acquisition, the Company shall (A) notify the Administrative Agent of the intent to effect such redemption or acquisition at least thirty (30) days (or such shorter period of time as the Administrative Agent shall agree) prior to the effectiveness thereof, and (B) the Administrative Agent shall, on or prior to the date of such redemption or acquisition, deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Company may reasonably request, all in form and substance reasonably satisfactory to the Company and the Administrative Agent, evidencing a release of a sufficient number of the Equity Interests of such Foreign Subsidiary, taking into account such redemption or acquisition, from any pledge, mortgage, lien or other encumbrance imposed under the Pledge Agreements, Security Agreement and other Collateral Documents such that, taking into account such Equity Interests redeemed or acquired and such Equity Interests released, the aggregate Equity Interests in such Foreign Subsidiary that remain subject to any such pledge, mortgage or encumbrance do not exceed 65% (in vote or value) of all of the outstanding Equity Interests in such Foreign Subsidiary; and (iiic) in either such case as provided above in this Section 5.09 the Parent and the Borrower Company shall deliver or cause to be delivered to the Administrative Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto. Notwithstanding the foregoing requirements of this Section 5.09: (i) no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement or the Subsidiary Security Agreement or otherwise guaranty the Secured Obligations or grant security interests in its property to the Administrative Agent hereunder or in connection herewith so long as such Receivables Entity is subject to a Permitted Receivables Facility; and (ii) the Company, by October 31, 2006 (or such later date as the Administrative Agent shall agree), shall cause 65% (but no more than 65%) of the Equity Interests of the following Foreign Subsidiaries to be pledged to the Administrative Agent for the benefit of the Lenders, pursuant to pledge documentation in form and substance reasonably acceptable to the Administrative Agent: Software Spectrum Canada, Ltd. and Insight Direct (UK) Limited.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Resellers or the Parent and the Borrower Guarantor shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Domestic Subsidiary that is a Material Subsidiary of the Parent, if such Subsidiary is Parent Guarantor pursuant to a Permitted Acquisition (other than a Domestic SubsidiaryForeign Holding Company) or (ii) any Domestic Subsidiary that is initially designated as a Material Subsidiary pursuant to Section 9.16 (other than a Domestic Foreign Holding Company), in each case as soon as practicable but in any event within thirty (30) days (or such longer period as the Administrative Agents shall agree) following such date, (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person Domestic Subsidiary owned by any Loan Party in substantially the Parent and its Domestic Subsidiariesform of the Pledge Agreement(s) executed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Collateral Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, subject to permitted encumbrances and other Liens permitted under this Agreement, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s (Subsidiary shall grant the Collateral Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Domestic Subsidiaries, and the other than an SPV) intellectual propertydocuments required thereby; and (e) subject to the terms of the JPMorgan Chase Bank Intercreditor Agreement, if requested by the Administrative Agents or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s owned real property located in the United States with a value in excess of $10,000,000 (per property) that is acquired after the Effective Date (other than an SPV) any such real property (other than leased propertysubject to a Lien permitted under Section 11.2(d) with a fair market value greater than or equal to $2,000,00011.2(e), in each case to provide the Collateral Agent with a first priority perfected security interest therein and Lien thereon (thereon, subject to permitted encumbrances and other Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)); (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured ObligationsAgreement; and (iiib) in either any such case as provided above in this Section 10.9 and subject to the Parent and terms of the Borrower JPMorgan Chase Bank Intercreditor Agreement, the Resellers shall deliver or cause to be delivered to the Collateral Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agents to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the AgentAdministrative Agents, and the Agent Administrative Agents shall be reasonably satisfied that it the Collateral Agent has a first priority perfected pledge of or charge over the Collateral related thereto, in each case, subject to the exceptions and limitations set forth in the Loan Documents. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Collateral Agent hereunder or in connection herewith.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Resellers or the Parent and the Borrower Guarantor shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Domestic Subsidiary that is a Material Subsidiary of the ParentParent Guarantor pursuant to a Permitted Acquisition or (ii) any Domestic Subsidiary that is initially designated as a Material Subsidiary pursuant to the JPMorgan Credit Agreement, if in each case as soon as practicable but in any event within thirty (30) days (or such Subsidiary is a Domestic Subsidiarylonger period as the Administrative Agents shall agree) following such date, (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person Domestic Subsidiary owned by any Loan Party in substantially the Parent and its Domestic Subsidiariesform of the Pledge Agreement(s) executed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Collateral Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s (Subsidiary shall grant the Collateral Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Domestic Subsidiaries, and the other than an SPV) intellectual propertydocuments required thereby; and (e) subject to the terms of the JPMorgan Chase Bank Intercreditor Agreement, if requested by the Administrative Agents or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) owned real property located in the United States with a value in excess of $10,000,000 (other than leased per property) with a fair market value greater than or equal to $2,000,000that is acquired after the Effective Date, in each case to provide the Collateral Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))thereon; (iib) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following such case as provided above in this Section 10.8 and subject to the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor terms of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, thenJPMorgan Chase Bank Intercreditor Agreement, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and (iii) in either such case the Parent and the Borrower Resellers shall deliver or cause to be delivered to the Collateral Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agents to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the AgentAdministrative Agents, and the Agent Administrative Agents shall be reasonably satisfied that it the Collateral Agent has a first priority perfected pledge of or charge over the Collateral related thereto. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Collateral Agent hereunder or in connection herewith.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower Company shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Material Subsidiary of the ParentCompany pursuant to a Permitted Acquisition or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case within thirty (30) days (or such longer period as the Administrative Agent shall agree) following such date, if such Subsidiary Person is a Domestic SubsidiarySubsidiary (other than a Domestic Foreign Holding Company), (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person Domestic Subsidiary owned by the Parent Company and its Domestic SubsidiariesSubsidiaries that are Subsidiary Guarantors in substantially the form of the Pledge Agreement(s) reaffirmed or confirmed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, subject to Permitted Encumbrances and other Liens permitted under this Agreement, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Subsidiaries (but not in excess of 65% (in vote and value) of all of the outstanding Equity Interests of its direct Foreign Subsidiaries), subject to Permitted Encumbrances and other than an SPV) intellectual propertyLiens permitted under this Agreement, and the other documents required thereby; and (e) if requested by the Administrative Agent or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s owned real property located in the United States with a value in excess of $10,000,000 (per property) that is acquired after the Effective Date (other than an SPV) any such real property (other than leased propertysubject to a Lien permitted under Section 6.02(c) with a fair market value greater than or equal to $2,000,0006.02(d)), in each case to provide the Administrative Agent with a first priority perfected security interest therein and Lien thereon (thereon, subject to Permitted Encumbrances and other Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))this Agreement; (iib) on following the date on which (i) any Person becomes a Material Subsidiary of the Company pursuant to a Permitted Acquisition, or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case if such Person is a Foreign Subsidiary, as soon as practicable but in any event upon the request of the Administrative Agent, within thirty (30) days (or such longer period of time as the Administrative Agent shall agree) following the date on which such Person became a Material Foreign Subsidiarydate, a pledge agreement or share mortgage in favor of the Agent Administrative Agent, for the benefit of the Holders of Secured Obligations Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary with respect to 65% (in vote and value) of all of the outstanding equity interests Equity Interests of such Material Foreign SubsidiarySubsidiary to the extent owned by the Company or a Subsidiary Guarantor; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material such Foreign Subsidiary issues or causes to be issued equity interestsEquity Interests, such that the aggregate amount of the equity interests Equity Interests of Material such Foreign Subsidiary pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations is less than 65% (in vote or value) of all of the outstanding equity interests Equity Interests of such PersonForeign Subsidiary to the extent owned by the Company or a Subsidiary Guarantor, the Parent Company shall (A) promptly notify the Administrative Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Administrative Agent may reasonably request all in form and substance reasonably satisfactory to the Agent Administrative Agent, in order to cause all of the equities Equity Interests of such Material Foreign Subsidiary owned by the Parent Company and its Subsidiaries the Subsidiary Guarantors (but not in excess of 65% (in vote or value) of all of the outstanding equities Equity Interests thereof) to be pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations; provided further, that if at any time any such Foreign Subsidiary redeems or acquires, or causes to be redeemed or acquired, Equity Interests in such Foreign Subsidiary, such that the aggregate amount of the Equity Interests of such Foreign Subsidiary pledged to the Administrative Agent, for the benefit of the Holders of Secured Obligations, would be greater than or equal to 65% (in vote or value) of all of the outstanding Equity Interests of such Person, taking into account such redemption or acquisition, the Company shall (A) notify the Administrative Agent of the intent to effect such redemption or acquisition at least thirty (30) days (or such shorter period of time as the Administrative Agent shall agree) prior to the effectiveness thereof, and (B) the Administrative Agent shall, on or prior to the date of such redemption or acquisition, deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Company may reasonably request, all in form and substance reasonably satisfactory to the Company and the Administrative Agent, evidencing a release of a sufficient number of the Equity Interests of such Foreign Subsidiary, taking into account such redemption or acquisition, from any pledge, mortgage, lien or other encumbrance imposed under the Pledge Agreements, Security Agreement and other Collateral Documents such that, taking into account such Equity Interests redeemed or acquired and such Equity Interests released, the aggregate Equity Interests in such Foreign Subsidiary that remain subject to any such pledge, mortgage or encumbrance do not exceed 65% (in vote or value) of all of the outstanding Equity Interests in such Foreign Subsidiary; and (iiic) in either any such case as provided above in this Section 5.09 the Parent and the Borrower Company shall deliver or cause to be delivered to the Administrative Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto, in each case, subject to the exceptions and limitations set forth in the Loan Documents and Permitted Encumbrances and other Liens permitted under this Agreement. Notwithstanding the foregoing requirements of this Section 5.09: (i) all of the Equity Interests of a European Borrower and the Subsidiaries of the Company that directly or indirectly own the Equity Interests of such European Borrower (other than Insight Enterprises C.V.) shall be pledged to the Administrative Agent to secure the Secured Obligations owing by such European Borrower and each other European Borrower; and (ii) no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Administrative Agent hereunder or in connection herewith so long as such Receivables Entity is subject to a Permitted Receivables Facility.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower shall execute or shall cause to be executed: (i) on the date any Person that is organized under the laws of the United States or any political subdivision thereof becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic SubsidiaryBorrower, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent and its Domestic Subsidiaries; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) Person shall become a Guarantorparty thereto; provided, that such Person shall not guaranty any of its own obligations owing to the Holders of Secured Obligations or Secured Obligations that arose prior to its becoming a party to the Guaranty, (b) a Security Agreement in substantially the form executed on March 16, 2011 (or a supplement thereto); and (c) a supplement to Schedule 5.8 identifying the Security Agreement pursuant to which such Domestic applicable additional new Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))Guarantor; (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect order to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of further effect the requirements of clause (i) above have been satisfiedthis Section 6.23, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and (iii) in either such case the Parent and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agentopinions of counsel, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) Agent’s Lien), in each case in form and substance reasonably satisfactory to the Agent, and necessary to reasonably satisfy the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over of, security interest in and Lien upon the Collateral related theretoowned by such new Subsidiary Guarantor subject to Liens permitted pursuant to Section 6.15; (iii) The Borrower shall cause each Subsidiary Guarantor to acknowledge and agree that such Subsidiary Guarantor’s entry into the Guaranty is a condition to and is given as an inducement for and in consideration of credit accommodations extended to the Borrower under this Agreement and the other Loan Documents and not for any credit accommodation extended to such Subsidiary Guarantor. (iv) This Section 6.23 shall not apply with respect to Excluded Subsidiaries, including, without limitation, Pipeline Subsidiaries.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower shall execute or shall cause to be executed: (i) on the date any Person that is organized under the laws of the United States or any political subdivision thereof becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic SubsidiaryBorrower, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent and its Domestic Subsidiaries; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) Person shall become a Guarantorparty thereto; provided, that such Person shall not guaranty any of its own obligations owing to the Holders of Secured Obligations or Secured Obligations that arose prior to its becoming a party to the Guaranty, (b) a Security Agreement in substantially the form executed on April 17, 2003 (or a supplement thereto); and (c) a supplement to Schedule 5.8 identifying the Security Agreement pursuant to which such Domestic applicable additional new Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))Guarantor; (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect order to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of further effect the requirements of clause (i) above have been satisfiedthis Section 6.23, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and (iii) in either such case the Parent and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) Agent's Lien), in each case in form and substance reasonably satisfactory to the Agent, and necessary to reasonably satisfy the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over of, security interest in and Lien upon the Collateral related theretoowned by such new Subsidiary Guarantor. (iii) The Borrower shall cause each Subsidiary Guarantor to acknowledge and agree that such Subsidiary Guarantor's entry into the Guaranty is a condition to and is given as an inducement for and in consideration of credit accommodations extended to the Borrower under this Agreement and the other Loan Documents and not for any credit accommodation extended to such Subsidiary Guarantor. (iv) This Section 6.23 shall not apply with respect to Excluded Subsidiaries, including, without limitation, Pipeline Subsidiaries.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower Company shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Material Subsidiary of the ParentCompany pursuant to a Permitted Acquisition or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case within thirty (30) days (or such longer period as the Administrative Agent shall agree) following such date, if such Subsidiary Person is a Domestic SubsidiarySubsidiary (other than a Domestic Foreign Holding Company), (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person Domestic Subsidiary owned by the Parent Company and its Domestic SubsidiariesSubsidiaries that are Subsidiary Guarantors in substantially the form of the Pledge Agreement(s) reaffirmed or confirmed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, subject to Permitted Encumbrances and other Liens permitted under this Agreement, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Subsidiaries (but not in excess of 65% (in vote and value) of all of the outstanding Equity Interests of its direct Foreign Subsidiaries), subject to Permitted Encumbrances and other than an SPV) intellectual propertyLiens permitted under this Agreement, and the other documents required thereby; and (e) if requested by the Administrative Agent or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s owned real property located in the United States with a value in excess of $10,000,000 (per property) that is acquired after the Effective Date (other than an SPV) any such real property (other than leased propertysubject to a Lien permitted under Section 6.02(c) with a fair market value greater than or equal to $2,000,0006.02(d)), in each case to provide the Administrative Agent with a first priority perfected security interest therein and Lien thereon (thereon, subject to Permitted Encumbrances and other Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))this Agreement; (iib) on following the date on which (i) any Person becomes a Material Subsidiary of the Company pursuant to a Permitted Acquisition, or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case if such Person is a Foreign Subsidiary, as soon as practicable but in any event upon the request of the Administrative Agent, within thirty (30) days (or such longer period of time as the Administrative Agent shall agree) following the date on which such Person became a Material Foreign Subsidiarydate, a pledge agreement or share mortgage in favor of the Agent Administrative Agent, for the benefit of the Holders of Secured Obligations Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary with respect to 65% (in vote and value) of all of the outstanding equity interests Equity Interests of such Material Foreign SubsidiarySubsidiary to the extent owned by the Company or a Subsidiary Guarantor; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material such Foreign Subsidiary issues or causes to be issued equity interestsEquity Interests, such that the aggregate amount of the equity interests Equity Interests of Material such Foreign Subsidiary pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations is less than 65% (in vote or value) of all of the outstanding equity interests Equity Interests of such PersonForeign Subsidiary to the extent owned by the Company or a Subsidiary Guarantor, the Parent Company shall (A) promptly notify the Administrative Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Administrative Agent may reasonably request all in form and substance reasonably satisfactory to the Agent Administrative Agent, in order to cause all of the equities Equity Interests of such Material Foreign Subsidiary owned by the Parent Company and its Subsidiaries the Subsidiary Guarantors (but not in excess of 65% (in vote or value) of all of the outstanding equities Equity Interests thereof) to be pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations; provided further, that if at any time any such Foreign Subsidiary redeems or acquires, or causes to be redeemed or acquired, Equity Interests in such Foreign Subsidiary, such that the aggregate amount of the Equity Interests of such Foreign Subsidiary pledged to the Administrative Agent, for the benefit of the Holders of Secured Obligations, would be greater than or equal to 65% (in vote or value) of all of the outstanding Equity Interests of such Person, taking into account such redemption or acquisition, the Company shall (A) notify the Administrative Agent of the intent to effect such redemption or acquisition at least thirty (30) days (or such shorter period of time as the Administrative Agent shall agree) prior to the effectiveness thereof, and (B) the Administrative Agent shall, on or prior to the date of such redemption or acquisition, deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Company may reasonably request, all in form and substance reasonably satisfactory to the Company and the Administrative Agent, evidencing a release of a sufficient number of the Equity Interests of such Foreign Subsidiary, taking into account such redemption or acquisition, from any pledge, mortgage, lien or other encumbrance imposed under the Pledge Agreements, Security Agreement and other Collateral Documents such that, taking into account such Equity Interests redeemed or acquired and such Equity Interests released, the aggregate Equity Interests in such Foreign Subsidiary that remain subject to any such pledge, mortgage or encumbrance do not exceed 65% (in vote or value) of all of the outstanding Equity Interests in such Foreign Subsidiary; and (iiic) in either any such case as provided above in this Section 5.09 the Parent and the Borrower Company shall deliver or cause to be delivered to the Administrative Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto, in each case, subject to the exceptions and limitations set forth in the Loan Documents and Permitted Encumbrances and other Liens permitted under this Agreement. Notwithstanding the foregoing requirements of this Section 5.09: (i) all of the Equity Interests of a European Borrower and the Subsidiaries of the Company that directly or indirectly own the Equity Interests of such European Borrower (other than Insight Enterprises C.V.) shall be pledged to the Administrative Agent to secure the Secured Obligations owing by such European Borrower and each other European Borrower; and (ii) no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Administrative Agent hereunder or in connection herewith so long as such Receivables Entity is subject to a Permitted Receivables Facility. Notwithstanding the foregoing requirements of this Section 5.09, the Company shall promptly give notice to the Administrative Agent (which shall promptly deliver such notice to the Lenders) in the event that any real property of any Loan Party qualifies as Mortgaged Real Property. The Loan Parties shall provide all information reasonably requested by the Administrative Agent (or by any Lender upon written notice by such Lender to the Company and the Administrative Agent) to conduct flood due diligence and flood insurance compliance with respect to any Mortgaged Real Property. Notwithstanding anything herein to the contrary, no mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations will be recorded (and neither the Administrative Agent or the Required Lenders shall request that any Loan Party grant such a Lien on such real property) with respect to any real property of the Loan Parties pursuant to this Section 5.09 or under any other Loan Document unless the Lenders shall have received (i) written notice thereof at least 30 days prior to such recording and (ii) the other deliverables required pursuant to the immediately preceding sentence.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent USI and the Borrower shall execute or shall cause to be executed: (i) on the date within forty five (45) days after any Person becomes a Subsidiary of the ParentUSI, if such Subsidiary is a Domestic Subsidiary, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent USI and its Domestic Subsidiaries; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; and (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)); (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty forty five (3045) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities equity interests of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent USI shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent USI and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and; (iii) in either such case the Parent USI and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent USI and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto; and (iv) if, on the last day of any period for which the Borrower is required to deliver financial statements under Section 6.1, any of Oklahoma Rig, Inc., Oklahoma Rig & Supply Co. Trans., Inc., OKI Middle East Holding Co., O.K.I. Data, Inc. or MBS Dev, Inc. owns Property having an aggregate gross book value in excess of $50,000,000, then no later than ten (10) Business Days after the date such financial statements are required to be delivered under Section 6.1, the Borrower shall deliver to the Agent written opinions of such Subsidiary’s counsel in form and substance reasonably acceptable to the Agent consistent with those delivered on the Restatement Effective Date.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower Company shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Material Subsidiary of the ParentCompany pursuant to a Permitted Acquisition or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case as soon as practicable but in any event within thirty (30) days (or such longer period as the Administrative Agent shall agree) following such date, if such Subsidiary Person is a Domestic Subsidiary, (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person Domestic Subsidiary owned by the Parent Company and its Domestic SubsidiariesSubsidiaries that are Subsidiary Guarantors in substantially the form of the Pledge Agreement(s) executed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, subject to Permitted Encumbrances and other Liens permitted under this Agreement, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form executed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Subsidiaries (but not in excess of 65% (in vote and value) of all of the outstanding Equity Interests of its direct Foreign Subsidiaries), subject to Permitted Encumbrances and other than an SPV) intellectual propertyLiens permitted under this Agreement, and the other documents required thereby; and (e) if requested by the Administrative Agent or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s owned real property located in the United States with a value in excess of $10,000,000 (per property) that is acquired after the Effective Date (other than an SPV) any such real property (other than leased propertysubject to a Lien permitted under Section 6.02(c) with a fair market value greater than or equal to $2,000,0006.02(d)), in each case to provide the Administrative Agent with a first priority perfected security interest therein and Lien thereon (thereon, subject to Permitted Encumbrances and other Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens))this Agreement; (iib) on following the date on which (i) any Person becomes a Material Subsidiary of the Borrower pursuant to a Permitted Acquisition, or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case if such Person is a Foreign Subsidiary, upon the request of the Administrative Agent, as soon as practicable but in any event within thirty (30) days (or such longer period of time as the Administrative Agent shall agree) following the date on which such Person became a Material Foreign Subsidiarydate, a pledge agreement or share mortgage in favor of the Agent Administrative Agent, for the benefit of the Holders of Secured Obligations Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary with respect to 65% (in vote and value) of all of the outstanding equity interests Equity Interests of such Material Foreign SubsidiarySubsidiary to the extent owned by the Company or a Subsidiary Guarantor; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material such Foreign Subsidiary issues or causes to be issued equity interestsEquity Interests, such that the aggregate amount of the equity interests Equity Interests of Material such Foreign Subsidiary pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations is less than 65% (in vote or value) of all of the outstanding equity interests Equity Interests of such PersonForeign Subsidiary to the extent owned by the Company or a Subsidiary Guarantor, the Parent Company shall (A) promptly notify the Administrative Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Administrative Agent may reasonably request all in form and substance reasonably satisfactory to the Agent Administrative Agent, in order to cause all of the equities Equity Interests of such Material Foreign Subsidiary owned by the Parent Company and its Subsidiaries the Subsidiary Guarantors (but not in excess of 65% (in vote or value) of all of the outstanding equities Equity Interests thereof) to be pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations; provided further, that if at any time any such Foreign Subsidiary redeems or acquires, or causes to be redeemed or acquired, Equity Interests in such Foreign Subsidiary, such that the aggregate amount of the Equity Interests of such Foreign Subsidiary pledged to the Administrative Agent, for the benefit of the Holders of Secured Obligations, would be greater than or equal to 65% (in vote or value) of all of the outstanding Equity Interests of such Person, taking into account such redemption or acquisition, the Company shall (A) notify the Administrative Agent of the intent to effect such redemption or acquisition at least thirty (30) days (or such shorter period of time as the Administrative Agent shall agree) prior to the effectiveness thereof, and (B) the Administrative Agent shall, on or prior to the date of such redemption or acquisition, deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Company may reasonably request, all in form and substance reasonably satisfactory to the Company and the Administrative Agent, evidencing a release of a sufficient number of the Equity Interests of such Foreign Subsidiary, taking into account such redemption or acquisition, from any pledge, mortgage, lien or other encumbrance imposed under the Pledge Agreements, Security Agreement and other Collateral Documents such that, taking into account such Equity Interests redeemed or acquired and such Equity Interests released, the aggregate Equity Interests in such Foreign Subsidiary that remain subject to any such pledge, mortgage or encumbrance do not exceed 65% (in vote or value) of all of the outstanding Equity Interests in such Foreign Subsidiary; and (iiic) in either any such case as provided above in this Section 5.09 the Parent and the Borrower Company shall deliver or cause to be delivered to the Administrative Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto, in each case, subject to the exceptions and limitations set forth in the Loan Documents and Permitted Encumbrances and other Liens permitted under this Agreement. Notwithstanding the foregoing requirements of this Section 5.09: (i) all of the Equity Interests of a European Borrower and the Subsidiaries of the Company that directly or indirectly own the Equity Interests of such European Borrower (other than Insight Enterprises C.V.) shall be pledged to the Administrative Agent to secure the Secured Obligations owing by such European Borrower and each other European Borrower; (ii) no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Administrative Agent hereunder or in connection herewith so long as such Receivables Entity is subject to a Permitted Receivables Facility; and (iii) the Company, not later than ten Business Days after the Effective Date (or such later date as the Administrative Agent shall agree), shall cause 65% (but no more than 65%) of the Equity Interests of the following Foreign Subsidiaries to be pledged to the Administrative Agent, for the benefit of the Holders of Secured Obligations, pursuant to pledge documentation in form and substance reasonably acceptable to the Administrative Agent: Insight Technology Solutions GmbH and Insight Technology Solutions SAS.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Resellers or the Parent and the Borrower Guarantor shall execute or shall cause to be executed: (a) following the date on which (i) on the date any Person becomes a Domestic Subsidiary that is a Material Subsidiary of the ParentParent Guarantor pursuant to a Permitted Acquisition or (ii) any Domestic Subsidiary that is initially designated as a Material Subsidiary pursuant to Section 9.16, if in each case within thirty (30) days (or such Subsidiary is a Domestic Subsidiarylonger period as the Administrative Agents shall agree) following such date, (a) a Pledge Agreement (or supplement to the Security Agreement thereto) in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests Equity Interests of such Person Domestic Subsidiary owned by any Loan Party in substantially the Parent and its Domestic Subsidiariesform of the Pledge Agreement(s) reaffirmed on the Effective Date; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Guarantee Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Collateral Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, subject to Permitted Encumbrances and other Liens permitted under this Agreement, and the other documents required thereby; (d) Intellectual Property Security Agreements with respect a Subsidiary Pledge Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary’s (Subsidiary shall grant the Collateral Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Domestic Subsidiaries, subject to Permitted Encumbrances and other than an SPV) intellectual propertyLiens permitted under this Agreement, and the other documents required thereby; and (e) subject to the terms of the JPMorgan Chase Bank Intercreditor Agreement, if requested by the Administrative Agents or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s owned real property located in the United States with a value in excess of $10,000,000 (per property) that is acquired after the Effective Date (other than an SPV) any such real property (other than leased propertysubject to a Lien permitted under Section 11.2(d) with a fair market value greater than or equal to $2,000,00011.2(e), in each case to provide the Collateral Agent with a first priority perfected security interest therein and Lien thereon (thereon, subject to permitted encumbrances and other Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)); (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured ObligationsAgreement; and (iiib) in either any such case as provided above in this Section 10.9 and subject to the Parent and terms of the Borrower JPMorgan Chase Bank Intercreditor Agreement, the Resellers shall deliver or cause to be delivered to the Collateral Agent all such pledge agreementsPledge Agreements, guaranteessupplements to the Subsidiary Guarantee Agreement, security agreements Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agents to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the AgentAdministrative Agents, and the Agent Administrative Agents shall be reasonably satisfied that it the Collateral Agent has a first priority perfected pledge of or charge over the Collateral related thereto, in each case, subject to the exceptions and limitations set forth in the Loan Documents and Permitted Encumbrances and other Liens permitted under this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Collateral Agent hereunder or in connection herewith.

Subsidiary Collateral Documents; Subsidiary Guarantors. The Parent and the Borrower shall execute or shall cause to be executed: (i) on the date any Person becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic Subsidiary, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent and its Domestic Subsidiaries; (b) a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s 's (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s 's (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided PROVIDED 63 that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)); (ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; providedPROVIDED, howeverHOWEVER, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); providedPROVIDED, furtherFURTHER, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and (iii) in either such case the Parent and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto.