Common use of Additional Foreign Subsidiaries Clause in Contracts

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after creation of such Foreign Subsidiary), cause (i) the Borrower or the applicable Subsidiary to deliver to the Administrative Agent, Security Documents pledging sixty-six percent (66%) of the total outstanding Capital Stock of such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 as may be reasonably requested by the Administrative Agent, (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. Notify As of the date any Compliance Certificate referred to in Section 7.13(a) is required to be delivered, notify the Administrative Agent at the time that of any Person becomes that became a first tier direct Foreign Subsidiary of the Borrower or a Loan Party (a “First Tier Foreign Subsidiary”) during the period covered by the Compliance Certificate, and at the reasonable request of the Administrative Agent, promptly thereafter (and, in any event, within forty-five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), and cause (i) the applicable Loan Party to deliver to the Administrative Agent Security Documents pledging the Equity Interests of such First Tier Foreign Subsidiary, in the case of any First Tier Foreign Subsidiary that is a CFC, limited to sixty five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary; provided that the foregoing limitation to 65% of such voting Equity Interests shall not apply in the case of any Equity Interests held by a Loan Party in any Australian Subsidiary so long as the pledge thereof would not result in adverse tax consequences to any Loan Party as reasonably determined by the Borrower and confirmed by the Administrative Agent in writing, and a consent thereto executed by such new Australian Subsidiary (a “First Tier Australian Subsidiary”), if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof and (ii) solely with respect to a First Tier Australian Subsidiary, such applicable Loan Party to deliver to the Administrative Agent such opinions, documents and certificates of the type referred to in Section 6.1 [Initial Loans and Letters of Credit] as may be reasonably requested by the Administrative Agent. Notify the Administrative Agent promptly upon the formation of a Special Purpose Receivables Subsidiary, and at the reasonable request of the Administrative Agent, promptly thereafter (and in any event within forty-five (45) days after creation of such Foreign Subsidiary), cause (i) the Borrower formation or the applicable Subsidiary to deliver such longer period as is reasonably acceptable to the Administrative Agent, Security Documents pledging sixty-six percent (66%) of the total outstanding Capital Stock of such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that and cause the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as Subsidiary that owns the Administrative Agent shall deem appropriate for Equity Interests issued by such purpose (provided that, Special Purpose Receivables Subsidiary) to ▇▇▇▇▇ ▇ ▇▇▇▇ on the Equity Interests of such Special Purpose Receivables Subsidiary that will be subject to an intercreditor agreement or arrangement in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver a form substantially similar to the Administrative Agent such documents and certificates referred to in Section 6.2 as may be reasonably requested by the Administrative Agent, (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative AgentPLRC Intercreditor Agreement.

Additional Foreign Subsidiaries. Notify Within thirty (30) days after the Administrative Agent at the time that acquisition or creation of any Person becomes a direct or indirect first tier Foreign Subsidiary of the Borrower, cause to be executed and delivered to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower or any Subsidiary, and promptly thereafter (and in any event within fortyshall pledge sixty-five (45) days after creation of such Foreign Subsidiary), cause (i) the Borrower or the applicable Subsidiary to deliver to the Administrative Agent, Security Documents pledging sixty-six percent (6665%) of the total outstanding Capital Stock capital stock of such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee upon request of the Obligations by delivering Administrative Agent, favorable legal opinions addressed to the Administrative Agent an executed assumption and supplement Lenders in form and substance satisfactory thereto with respect to the Guarantee such Joinder Agreement and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such other documents and closing certificates referred to in Section 6.2 as may be reasonably requested by the Administrative AgentAgent which provide that such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (ivA) such Person to deliver become a Guarantor by delivering to the Administrative Agent such updated Schedules a duly executed supplement to the Loan Documents applicable Guaranty Agreement or such other document as requested by the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with regard to such Person the terms of each Security Document and (vC) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in the immediately preceding proviso to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by Applicable Law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Code.

Additional Foreign Subsidiaries. Notify Within thirty (30) days after the Administrative Agent at the time that acquisition or creation of any Person becomes a first tier Foreign Subsidiary of the Borrower, cause to be executed and delivered to the Administrative Agent (i) a duly executed Joinder Agreement, whereby the Borrower or any Subsidiary, and promptly thereafter (and in any event within fortyshall pledge sixty-five (45) days after creation of such Foreign Subsidiary), cause (i) the Borrower or the applicable Subsidiary to deliver to the Administrative Agent, Security Documents pledging sixty-six percent (6665%) of the total outstanding Capital Stock capital stock of such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee upon request of the Obligations by delivering Administrative Agent, favorable legal opinions addressed to the Administrative Agent an executed assumption and supplement Lenders in form and substance satisfactory thereto with respect to the Guarantee such Joinder Agreement and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such other documents and closing certificates referred to in Section 6.2 as may be reasonably requested by the Administrative AgentAgent which provide that such Foreign Subsidiary shall be bound by all of the terms, covenants and agreements contained in the Loan Documents, provided that if any Foreign Subsidiary guarantees any Debt of the Borrower or any of its Subsidiaries, the Borrower and its Subsidiaries shall cause such Foreign Subsidiary to (ivA) such Person to deliver become a Guarantor by delivering to the Administrative Agent such updated Schedules a duly executed supplement to the Loan Documents applicable Guaranty Agreement or such other document as requested by the Administrative Agent shall reasonably deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), grant a security interest in all Collateral owned by such Foreign Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with regard to such Person the terms of each Security Document and (vC) such Person to deliver to the Administrative Agent such other documents and closing certificates consistent with subsection (a) above or otherwise as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything in the immediately preceding proviso to the contrary, the requirements of such proviso shall not apply to any Foreign Subsidiary to the extent that such requirements would (a) be prohibited by applicable law or (b) cause materially adverse tax implications for any Borrower or any Domestic Subsidiary under Section 956 of the Code.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first first-tier Material Foreign Subsidiary of the Borrower or any SubsidiaryBorrower, and promptly thereafter (and in any event within forty-five (45) days after creation notification), at the request of such Foreign Subsidiary)the Administrative Agent, cause (i) the Borrower or the applicable Subsidiary to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new first tier Foreign Subsidiary (or, solely in the case of a Foreign Subsidiary required to become a Subsidiary Guarantor pursuant to clause (ii) below, one hundred percent (100%) of the Capital Stock of any such new first tier Foreign Subsidiary Subsidiary) and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations become a Subsidiary Guarantor by delivering to the Administrative Agent an a duly executed assumption and supplement to the Guarantee and Collateral Subsidiary Guaranty Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or this clause (ii) shall not be applicable with respect to any Material Foreign Subsidiary for so long as such Subsidiary, no guaranty would have material adverse tax consequences for the Borrower or any other Credit Party or would result from such Person guaranteeing the Obligationsin a violation of Applicable Laws), (iii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 6.1 as may be reasonably requested by the Administrative AgentAgent (it being understood that no first-tier Material Foreign Subsidiary shall be required to execute the Collateral Agreement as a “Grantor” unless it is also required to become a Subsidiary Guarantor pursuant to the foregoing clause (ii) and, in any event, shall not be required to deliver foreign law security documentation except as requested by the Required Lenders), (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.. Solely for purposes of this Section 9.10(b) and the definition of “Subsidiary Guarantors”, (i) an Excluded Domestic Subsidiary which is a Material Domestic Subsidiary shall be deemed to be a first-tier Material Foreign Subsidiary and (ii) a Material Foreign Subsidiary the Capital Stock of which is owned by an Excluded Domestic Subsidiary shall not be deemed to be a first-tier Material Foreign Subsidiary. Notwithstanding the foregoing, with respect to the Parago Acquisition, the reference above to “within forty-five (45) days” shall be deemed to be a reference to “within ten (10) Business Days (or such greater number of days to which the Administrative Amount may agree)”. The documentation which such Person may be required to deliver pursuant to clause (iii) above (and which shall be an alternative to the documentation required to be delivered pursuant to clause (i) above) shall include, with respect to uncertificated Capital Stock of a Foreign Subsidiary, such executed (k) Section 10.1 of the Credit Agreement is amended and restated in its entirety to read as follows:

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after creation of such Foreign Subsidiarynotification), cause (i) the Borrower or the applicable Subsidiary Credit Party to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new First Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 6.1 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent and not more burdensome than the original closing documents required and (v) if requested by Administrative Agent, to deliver a pledge agreement for each First Tier Foreign Subsidiary (including any First Tier Foreign Subsidiary in existence as of the date of this Agreement) governed by local law of such home jurisdiction of the First Tier Foreign Subsidiary accompanied by undated stock powers executed in blank and other proper instruments of transfer, in each case if applicable under the laws of such jurisdiction, together with customary opinions with respect to such pledge agreements in form and substance satisfactory to Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-forty- five (45) days after creation such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of such Foreign Subsidiarydays thereafter with the consent of the Required Lenders), cause (i) the Borrower or the applicable Subsidiary NATC Party to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding Capital Stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary, which Security Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, delivering to the Administrative Agent (or its bailee or agent pursuant to the Second Lien Intercreditor agreement) original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 4.1 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of Applicable Laws.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-forty- five (45) days after creation of such Foreign Subsidiarynotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the Borrower or the applicable Subsidiary Credit Party to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding Capital Stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary, which Security Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 4.1 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of Applicable Laws.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after creation such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an additional number of such Foreign Subsidiarydays thereafter as consented to by the Required Lenders), cause (i) the Borrower or the applicable Subsidiary Loan Party to deliver to the Administrative Agent, Security Agent Collateral Documents pledging sixty-six sixty‑five percent (6665%) of the total outstanding Capital Stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 3.2 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixty‑five percent (65%) of the voting Ownership Interests and one hundred percent (100%) of the non‑voting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of applicable Legal Requirements.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after creation such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of such Foreign Subsidiarydays thereafter with the consent of the Required Lenders), cause (i) the Borrower or the applicable Subsidiary Loan Party to deliver to the Administrative Agent, Security Agent Collateral Documents pledging sixty-six sixty‑five percent (6665%) of the total outstanding Capital Stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 3.2 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixty‑five percent (65%) of the voting Ownership Interests and one hundred percent (100%) of the non‑voting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for either Borrower or result in a violation of applicable Legal Requirements.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first first-tier Material Foreign Subsidiary of the Borrower or any SubsidiaryBorrower, and promptly thereafter (and in any event within forty-five (45) days after creation notification), at the request of such Foreign Subsidiary)the Administrative Agent, cause (i) the Borrower or the applicable Subsidiary to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new first tier Foreign Subsidiary (or, solely in the case of a Foreign Subsidiary required to become a Subsidiary Guarantor pursuant to clause (ii) below, one hundred percent (100%) of the Capital Stock of any such new first tier Foreign Subsidiary Subsidiary) and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations become a Subsidiary Guarantor by delivering to the Administrative Agent an a duly executed assumption and supplement to the Guarantee and Collateral Subsidiary Guaranty Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or this clause (ii) shall not be applicable with respect to any Material Foreign Subsidiary for so long as such Subsidiary, no guaranty would have material adverse tax consequences for the Borrower or any other Credit Party or would result from such Person guaranteeing the Obligationsin a violation of Applicable Laws), (iii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 6.1 as may be reasonably requested by the Administrative AgentAgent (it being understood that no first-tier Material Foreign Subsidiary shall be required to execute the Collateral Agreement as a “Grantor” unless it is also required to become a Subsidiary Guarantor pursuant to the foregoing clause (ii) and, in any event, shall not be required to deliver foreign law security documentation except as requested by the Required Lenders), (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Solely for purposes of this Section 9.10(b) and the definition of “Subsidiary Guarantors”, (i) an Excluded Domestic Subsidiary which is a Material Domestic Subsidiary shall be deemed to be a first-tier Material Foreign Subsidiary and (ii) a Material Foreign Subsidiary the Capital Stock of which is owned by an Excluded Domestic Subsidiary shall not be deemed to be a first-tier Material Foreign Subsidiary. Notwithstanding the foregoing, with respect to the Parago Acquisition, the reference above to “within forty-five (45) days” shall be deemed to be a reference to “within ten (10) Business Days (or such greater number of days to which the Administrative Amount may agree)”. The documentation which such Person may be required to deliver pursuant to clause (iii) above (and which shall be an alternative to the documentation required to be delivered pursuant to clause (i) above) shall include, with respect to uncertificated Capital Stock of a Foreign Subsidiary, such executed foreign law pledge documentation as the Administrative Agent shall reasonably request (it being understood that, where customary under the applicable foreign law, such pledge documentation may incorporate the concept of “parallel debt” to facilitate the granting of a foreign law Lien upon such Capital Stock). Such pledge documentation and parallel debt shall be permitted hereby, and ▇▇▇▇▇ Fargo shall be authorized to enter into such documentation and to make customary parallel debt acknowledgments on behalf of the Lenders thereunder and, in doing so, shall be entitled to the protections and indemnification of the Administrative Agent hereunder.

Additional Foreign Subsidiaries. Notify The Company will, and will cause each of its Subsidiaries to, notify the Administrative Collateral Agent at the time that and each holder of Notes promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-five (45) 45 days after creation of such Foreign Subsidiarynotification, as such time period may be extended by the Collateral Agent in its sole discretion), cause (i) the Borrower or the applicable Subsidiary Transaction Party to deliver to the Administrative Agent, Collateral Agent (with a copy to each holder of Notes) Security Documents pledging sixty-six percent (66%) 65% of the total outstanding Capital Stock voting Equity Interests (and 100% of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering deliver to the Administrative Collateral Agent an executed assumption (with a copy to each holder of Notes) such opinions, documents and supplement to certificates as may be reasonably requested by the Guarantee and Collateral Agreement Agent or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations)Required Holders, (iii) such Person to deliver to the Administrative Collateral Agent and the holders of Notes such documents and certificates referred updated Schedules to in Section 6.2 the Transaction Documents as may be reasonably requested by the Administrative Agent, Collateral Agent or the Required Holders with respect to such Person and (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative AgentCollateral Agent or the Required Holders, all in form, content and scope reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Holders. Notwithstanding the foregoing, in no event shall any Transaction Party or any Subsidiary thereof be required to deliver any documents governed by, or take any action with respect to any pledge of such new First Tier Foreign Subsidiary under, the laws of any non-U.S. jurisdiction.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first first-tier Material Foreign Subsidiary of the Borrower or any SubsidiaryBorrower, and promptly thereafter (and in any event within forty-five (45) days after creation notification), at the request of such Foreign Subsidiary)the Administrative Agent, cause (i) the Borrower or the applicable Subsidiary to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new first tier Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations become a Subsidiary Guarantor by delivering to the Administrative Agent an a duly executed assumption and supplement to the Guarantee and Collateral Subsidiary Guaranty Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or this clause (ii) shall not be applicable with respect to any Material Foreign Subsidiary for so long as such Subsidiary, no guaranty would have material adverse tax consequences for the Borrower or any other Credit Party or would result from such Person guaranteeing the Obligationsin a violation of Applicable Laws), (iii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 6.1 as may be reasonably requested by the Administrative AgentAgent (it being understood that no first-tier Material Foreign Subsidiary shall be required to execute the Collateral Agreement as a “Grantor” unless it is also required to become a Subsidiary Guarantor pursuant to the foregoing clause (ii)), (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Solely for purposes of this Section 9.10(b) and the definition of “Subsidiary Guarantors”, (i) an Excluded Domestic Subsidiary which is a Material Domestic Subsidiary shall be deemed to be a first-tier Material Foreign Subsidiary and (ii) a Material Foreign Subsidiary the Capital Stock of which is owned by an Excluded Domestic Subsidiary shall not be deemed to be a first-tier Material Foreign Subsidiary.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first first-tier Material Foreign Subsidiary of the Borrower or any SubsidiaryBorrower, and promptly thereafter (and in any event within forty-five (45) days after creation notification), at the request of such Foreign Subsidiary)the Administrative Agent, cause (i) the Borrower or the applicable Subsidiary to deliver to the Administrative AgentAgent Security Documents, Security Documents in form and substance reasonably satisfactory to the Administrative Agent and including, if requested, foreign law security documentation) pledging sixty-six five percent (6665%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new first tier Foreign Subsidiary (or, solely in the case of a Foreign Subsidiary required to become a Subsidiary Guarantor pursuant to clause (ii) below, one hundred percent (100%) of the Capital Stock of any such new first tier Foreign Subsidiary Subsidiary) and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations become a Subsidiary Guarantor by delivering to the Administrative Agent an a duly executed assumption and supplement to the Guarantee and Collateral Subsidiary Guaranty Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or this clause (ii) shall not be applicable with respect to any Material Foreign Subsidiary for so long as such Subsidiary, no guaranty would have material adverse tax consequences for the Borrower or any other Credit Party or would result from such Person guaranteeing the Obligationsin a violation of Applicable Laws), (iii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 6.1 as may be reasonably requested by the Administrative AgentAgent (it being understood that no first-tier Material Foreign Subsidiary shall be required to execute the Collateral Agreement as a “Grantor” unless it is also required to become a Subsidiary Guarantor pursuant to the foregoing clause (ii) and, in any event, shall not be required to deliver foreign law security documentation except as requested by the Required Lenders), (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Solely for purposes of this Section 9.10(b) and the definition of “Subsidiary Guarantors”, (i) an Excluded Domestic Subsidiary which is a Material Domestic Subsidiary shall be deemed to be a first-tier Material Foreign Subsidiary and (ii) a Material Foreign Subsidiary the Capital Stock of which is owned by an Excluded Domestic Subsidiary shall not be deemed to be a first-tier Material Foreign Subsidiary. The documentation which such Person may be required to deliver pursuant to clause (iii) above (and which shall be an alternative to the documentation required to be delivered pursuant to clause (i) above) shall include, with respect to uncertificated Capital Stock of a Foreign Subsidiary, such executed foreign law pledge documentation as the Administrative Agent shall reasonably request (it being understood that, where customary under the applicable foreign law, such pledge documentation may incorporate the concept of “parallel debt” to facilitate the granting of a foreign law Lien upon such Capital Stock). Such pledge documentation and parallel debt shall be permitted hereby, and ▇▇▇▇▇ Fargo shall be authorized to enter into such documentation and to make customary parallel debt acknowledgments on behalf of the Lenders thereunder and, in doing so, shall be entitled to the protections and indemnification of the Administrative Agent hereunder.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after creation such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of such Foreign Subsidiarydays thereafter with the consent of the Required Lenders), cause (i) the Borrower or the applicable Subsidiary Loan Party to deliver to the Administrative Agent, Security Agent Collateral Documents pledging sixty-six sixty‑five percent (6665%) of the total outstanding Capital Stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, deliver to Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 3 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixty‑five percent (65%) of the voting Ownership Interests and one hundred percent (100%) of the non‑voting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for either Borrower or result in a violation of applicable Legal Requirements.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the Borrower or any SubsidiaryBorrower, and promptly thereafter (and in any 75 event within forty-five (45) days after creation of such Foreign Subsidiary30 days), cause (i) the Borrower or the applicable Subsidiary Loan Party to deliver to the Administrative Agent, Agent a supplement to the Security Documents pledging sixty-six five percent (6665%) of the total outstanding Capital Stock ownership interest or capital stock of such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock capital stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering deliver to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from types referred to in clauses (iii) and (iv) of SECTION 5.01(a) and favorable opinions of counsel to such Person guaranteeing (which shall cover, among other things, the Obligationslegality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (ii)), and (iii) such Person to deliver to the Administrative Agent such other documents and closing certificates referred to in Section 6.2 as may be reasonably requested by the Administrative Agent, (iv) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.; PROVIDED that if any Foreign Subsidiary Guarantees any Indebtedness of Holdings or any Domestic Subsidiary thereof (including, without limitation, the Indebtedness evidenced by the Senior Unsecured Notes), Holdings and its Subsidiaries shall cause such Foreign Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) to the extent not already required to be delivered under this subsection (b), deliver to the Administrative Agent a duly executed Joinder Agreement and comply with the terms of each Security Document and (C) deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after creation such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an additional number of such Foreign Subsidiarydays thereafter as consented to by the Required Lenders), cause (i) the Borrower or the applicable Subsidiary Loan Party to deliver to the Administrative Agent, Security Agent Collateral Documents pledging sixty-six sixty‑five percent (6665%) of the total outstanding Capital Stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, deliver to Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 3 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixty‑five percent (65%) of the voting Ownership Interests and one hundred percent (100%) of the non‑voting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of applicable Legal Requirements. -69- (d)

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-five (45) days after creation such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of such Foreign Subsidiarydays thereafter with the consent of the Required Lenders), cause (i) the Borrower or the applicable Subsidiary NATC Party to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding Capital Stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary, which Security Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 4.1 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Equity Interests (other than up to sixty-five percent (65%) of the voting Equity Interests and one hundred percent (100%) of the non-voting Equity Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of Applicable Laws.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of promptly after the Borrower or any Guarantor creates or acquires a First Tier Foreign Subsidiary, and promptly thereafter (and and, in any event event, within forty-forty five (45) days after creation of such Foreign Subsidiarynotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the Borrower or the applicable Subsidiary Credit Party to deliver to the Administrative Agent, Agent Security Documents pledging pledging, to the extent that the following does not constitute Excluded Assets, sixty-six five percent (6665%) of the total outstanding Capital Stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests, if any) of any such new First Tier Foreign Subsidiary and and, if reasonably requested by the Administrative Agent, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests to be pledged of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 6.1 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person Person, (iv) deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and (v) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For purposes of this Section 8.15, compliance with applicable foreign law with respect to the grant, creation and perfection of Liens on and security interests in the Collateral will not be required.

Additional Foreign Subsidiaries. Notify the Administrative Collateral Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-forty five (45) days after creation of such Foreign Subsidiarynotification, as such time period may be extended by the Collateral Agent in its sole discretion), cause (i) the Borrower or the applicable Subsidiary Credit Party to deliver to the Administrative Agent, Collateral Agent Security Documents pledging sixty-six five percent (6665%) of the total outstanding Capital Stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering deliver to the Administrative Collateral Agent an executed assumption such opinions, documents and supplement certificates referred to in Section 4.01 as may be reasonably requested by the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations)Agent, (iii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 as may be reasonably requested by the Administrative Agent, (iv) such Person to deliver to the Administrative Collateral Agent such updated Schedules to the Loan Documents as requested by the Administrative Collateral Agent with regard to such Person and (viv) such Person to deliver to the Administrative Collateral Agent such other documents as may be reasonably requested by the Administrative Collateral Agent, all in form, content and scope reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, in no event shall any Credit Party or any Subsidiary thereof be required to deliver any documents governed by, or take any action with respect to any pledge of such new First Tier Foreign Subsidiary under, the laws of any non-U.S. jurisdiction.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that promptly after any Person becomes a first tier First Tier Foreign Subsidiary of the Borrower or any Subsidiary, and promptly thereafter (and and, in any event event, within forty-five forty‑five (45) days after creation such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an additional number of such Foreign Subsidiarydays thereafter as consented to by the Required Lenders), cause (i) the Borrower or the applicable Subsidiary Loan Party to deliver to the Administrative Agent, Security Agent Collateral Documents pledging sixty-six sixty‑five percent (6665%) of the total outstanding Capital Stock voting Ownership Interests (and one hundred percent (100%) of the non‑voting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such new First Tier Foreign Subsidiary Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, deliver to Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) original stock certificates certificated Ownership Interests (or the equivalent thereof pursuant to the Applicable Laws applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 3 as may be reasonably requested by the Administrative Agent, (iviii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (viv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixty‑five percent (65%) of the voting Ownership Interests and one hundred percent (100%) of the non‑voting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for the Borrower or result in a violation of applicable Legal Requirements.

Additional Foreign Subsidiaries. Notify The Borrowers shall notify the Administrative Agent at the time that promptly after any Person becomes a first tier direct Material Foreign Subsidiary of the Borrower or any Subsidiarya Loan Party, and promptly thereafter (and and, in any event event, within forty-five (45) days after creation of such Foreign Subsidiarynotification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the Borrower or the applicable Subsidiary Loan Party to deliver to the Administrative Agent, Agent Security Documents pledging sixty-six sixty five percent (6665%) of the total outstanding Capital Stock voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new Material Foreign Subsidiary and a consent thereto executed by such new Material Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new Material Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), provided, however, that the Borrower or applicable Subsidiary shall pledge one hundred percent (100%) of the total outstanding Capital Stock of such new Foreign Subsidiary if, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such 100% pledge, (ii) such Person to guarantee the Obligations by delivering to the Administrative Agent an executed assumption and supplement to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (provided that, in the good faith judgment of the Borrower or such Subsidiary, no material adverse tax consequences would result from such Person guaranteeing the Obligations), (iii) such Person applicable Loan Party to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.2 7.1 [Initial Loans and Letters of Credit] as may be reasonably requested by the Administrative Agent, (iviii) such Person applicable Loan Party to deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with regard to such Person and (viv) such Person applicable Loan Party to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; except to the extent, in each case of subparts (i) through (iv), the Administrative Agent and the Borrowers have reasonably determined that the cost (including adverse tax consequences), burden, difficulty or consequence of taking such actions outweighs the benefit of a perfected security interest to the relevant Secured Parties afforded thereby, which determination is evidenced in writing.