Common use of Foreign Subsidiaries Clause in Contracts

Foreign Subsidiaries. Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

Foreign Subsidiaries. Subject to the following sentenceNotwithstanding any other provisions of this Section 2.06, mandatory prepayments as a result of Section 2.14(b)(i) of, or in the event thatrespect of, at any time, a Foreign Subsidiaries have, in the aggregate, Subsidiary (i) total revenues constituting 5% may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Proceeds of any Disposition of any property or more assets referred to in Section 2.14(b)(i) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrowers (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrowers shall apply an amount equal to such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the total revenues Borrowers rather than such Foreign Subsidiary, less the amount of Borrower and its Subsidiaries on a consolidated basisadditional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (iiB) total such Net Proceeds of any such Disposition of any property or assets constituting 5% referred to in Section 2.14(b)(i) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit Agreement or more reinvested in the business of Parent or any of its Subsidiaries; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more terms of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate Indebtedness) or reinvestments shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) be permitted and (ii) above. Notwithstanding may be retained if prohibited under applicable local law (as reasonably determined by the foregoing, no Borrowers); provided that such amounts may be retained by the applicable Foreign Subsidiary shall be required to become a Subsidiary Guarantorso long, xxxxx x xxxx on any of its assets in favor of but only so long, as the Lenders, or shall have its Equity Interests pledged to secure the Obligations, applicable local law will not permit repatriation to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of United States (the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, Borrowers hereby agreeing to cause the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the Lenders applicable local law to secure permit such repatriation), and once such repatriation is permitted under the Obligationsapplicable local law, such repatriation shall be promptly effected.

Foreign Subsidiaries. Subject to the following sentenceSection 8.12(c), in the event that, at any time, Foreign Subsidiaries who are not Subsidiary Guarantors have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such timetime (or such longer time as consented to by the Majority Lenders in writing) the Borrower Obligors shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding In addition, any Foreign Subsidiary that owns a manufacturing facility that is material to the foregoingbusiness of the Borrower, as determined by the Lenders in their reasonable discretion, shall become a Subsidiary Guarantor in the manner set forth in Section 8.12(a); provided that in each case, no Foreign Subsidiary or Controlled Foreign Corporation shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that. For the purposes of this section, if the determination of whether a “material adverse tax consequence” shall be deemed to result from such Foreign Subsidiary is precluded from or Controlled Foreign Corporation becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesshall be made by the Majority Lenders in their sole reasonable discretion, to following consultation with the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsBorrower.

Foreign Subsidiaries. Subject to the following sentence, in In the event thatthat any Person becomes a Material Foreign Subsidiary of Company after the date hereof, at any timeand such Material Foreign Subsidiary is directly owned by Company or a Subsidiary Guarantor or a Person obligated to become a Subsidiary Guarantor hereunder (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, Foreign Subsidiaries have, in the aggregate, solely with respect to (i) total revenues constituting 5% or more a Person that becomes a Subsidiary of the total revenues of Borrower and its Subsidiaries on Company after the Closing Date pursuant to (a) a consolidated basis, Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) total assets constituting 5% or more Subsidiaries of the total assets of Borrower and its Subsidiaries Company on a consolidated basisthe Closing Date that are not 101 Material Subsidiaries, promptly legally valid contractual restrictions (andthat, in any eventthe case of (i)(a) above, within 30 days after such time) existed prior to the Borrower shall cause one or more date of such Foreign Subsidiaries to become Subsidiary Guarantors Permitted Acquisition and to have their Equity Interests pledgedwere not created in anticipation of such acquisition or, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and case of (ii) above. Notwithstanding , existed on the foregoingClosing Date)), no Foreign Subsidiary shall be required to become a Subsidiary GuarantorCompany will promptly notify Administrative Agent of that fact and, xxxxx x xxxx on any of its assets as provided in favor of the LendersSecurity Agreement, Company shall, or shall have its Equity Interests pledged cause the Subsidiary that owns the Capital Stock of such Material Foreign Subsidiary to, execute and deliver to secure the Obligations, Administrative Agent a supplement to the extent that becoming Security Agreement and, if requested by Administrative Agent, a Subsidiary Guarantor, granting a lien on any of its assets in favor Foreign Pledge Agreement and to deliver to Administrative Agent certificates representing all of the Lenders or providing Capital Stock of such pledge would result Material Foreign Subsidiary (or, in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if the case of a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesCorporation, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests Capital Stock of such Foreign Subsidiary Corporation), accompanied by irrevocable undated stock powers, duly endorsed in blank; provided, that the Administrative Agent may agree in its sole discretion, with respect to any pledge of the Capital Stock in any such Material Foreign Subsidiary, that the pledge of such Capital Stock is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed), and the Administrative Agent may, in its sole discretion, consent to a waiver of the pledge of any such Capital Stock (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize the Administrative Agent, in its sole discretion and from time to secure the Obligationstime, to grant such waivers).

Foreign Subsidiaries. Subject to the following sentenceNotwithstanding any other provisions of this Section 2.10, mandatory prepayments as a result of Section 2.10(c) in the event that, at any time, respect of a Foreign Subsidiaries have, in the aggregate, Subsidiary (i) total revenues constituting 5% may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale of any property or more assets referred to in Section 2.10(c) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrower in consultation with the Administrative Agent (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that the aggregate amount of mandatory prepayments that have not been applied to the prepayment of the total revenues Loans pursuant to this subclause (h) shall not exceed $10,000,000 during the life of Borrower and its Subsidiaries on this Agreement; provided further that such Net Cash Proceeds of any such Asset Sale of any property or assets referred to in Section 2.10(c) shall be applied to prepay any Indebtedness of a consolidated basisForeign Subsidiary permitted to be prepaid by this Agreement or reinvested in the business of any Company as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, or no prepayment of any such Indebtedness (ii) total assets constituting 5% or more of other than any prepayment required by the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more terms of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledgedIndebtedness) or reinvestments shall be permitted, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding may be retained if prohibited under applicable local law (as reasonably determined by the foregoing, no Borrower); provided that such amounts may be retained by the applicable Foreign Subsidiary shall be required to become a Subsidiary Guarantorso long, xxxxx x xxxx on any of its assets in favor of but only so long, as the Lenders, or shall have its Equity Interests pledged to secure the Obligations, applicable local law will not permit repatriation to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of United States (the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, hereby agreeing to cause the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the Lenders applicable local law to secure permit such repatriation), and once such repatriation is permitted under the Obligationsapplicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. Subject to the following sentence, in In the event that, at the end of any timefiscal quarter , (i) two or more Foreign Subsidiaries of Borrower have, in the aggregate, (i) total revenues from third parties constituting 520% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basisbasis for the four quarter period ending on the last day of such fiscal quarter, or (ii) any Foreign Subsidiary of Borrower has total assets revenues from third parties constituting 510% or more of the total assets revenues of Borrower and its Subsidiaries on a consolidated basisbasis for the four quarter period ending on the last day of such fiscal quarter , Borrower shall promptly (and, in any event, within 30 sixty (60) days after such time), (A) in the Borrower shall case of subclause (i) above, cause one or CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds threshold set forth in clauses subclause (i) above, and (B) in the case of subclause (ii) above. Notwithstanding , cause such Foreign Subsidiary to become a Subsidiary Guarantor in the foregoing, manner set forth in Section 8.12(a); provided that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on Guarantor if doing so would be reasonably likely to have an adverse tax consequence for the Borrower or any of its assets Subsidiaries as determined in favor of good faith by the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsBorrower.

Foreign Subsidiaries. Subject to the following sentenceNotwithstanding any other provisions of this Section 2.10, mandatory prepayments as a result of Section 2.10(c) in the event that, at any time, respect of a Foreign Subsidiaries have, in the aggregate, Subsidiary (i) total revenues constituting 5% may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale of any property or more assets referred to in Section 2.10(c) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrower in consultation with the Administrative Agent (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that the aggregate amount of mandatory prepayments that have not been applied to the prepayment of the total revenues Loans pursuant to this subclause (h) shall not exceed $1,000,000 during the life of Borrower and its Subsidiaries on this Agreement; provided further that such Net Cash Proceeds of any such Asset Sale of any property or assets referred to in Section 2.10(c) shall be applied to prepay any Indebtedness of a consolidated basisForeign Subsidiary permitted to be prepaid by this Agreement or reinvested in the business of any Company as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, or no prepayment of any such Indebtedness (ii) total assets constituting 5% or more of other than any prepayment required by the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more terms of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledgedIndebtedness) or reinvestments shall be permitted, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding may be retained if prohibited under applicable local law (as reasonably determined by the foregoing, no Borrower); provided that such amounts may be retained by the applicable Foreign Subsidiary shall be required to become a Subsidiary Guarantorso long, xxxxx x xxxx on any of its assets in favor of but only so long, as the Lenders, or shall have its Equity Interests pledged to secure the Obligations, applicable local law will not permit repatriation to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of United States (the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, hereby agreeing to cause the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the Lenders applicable local law to secure permit such repatriation), and once such repatriation is permitted under the Obligationsapplicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. (i) Subject to the following sentenceSection 8.12(c), in the event that, at any time, Foreign Subsidiaries who are not Subsidiary Guarantors have, in the aggregate, (i) total revenues constituting 515% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 515% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 thirty (30) days after such timetime (or such longer time as consented to by the Majority Lenders in writing)) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding ; provided however that notwithstanding the foregoing, any Foreign Subsidiary that individually generates revenue constituting 10% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or individually owns total assets constituting 10% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis shall be required to become a Subsidiary Guarantor in the manner set forth in Section 8.12(a); provided further that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that. For the avoidance of doubt, if revenues and assets of Foreign Subsidiaries considered in the calculation of the preceding thresholds shall not include intercompany revenues and assets that are eliminated in consolidation. For the purposes of this section, the determination of whether a “material adverse tax consequence” shall be deemed to result from such Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor shall be made by the Majority Lenders in their sole reasonable discretion, following consultation with Borrower, taking into consideration and weighing, among others, the following relevant factors: (i) the magnitude of an increase in Borrower’s tax liability or having all of its Equity Interests pledged a reduction in Borrower’s net operating loss carryforward, taken as a result whole; (ii) the amount of such adverse tax consequences, to the extent that revenues generated by or assets accumulated at such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge compared with those generated by or accumulated at the Obligors; (iii) whether the Loans are over- or cause to be pledgedunder-collateralized; (iv) 65% the financial performance of the total number of Borrower and its Subsidiaries, taken as a whole, and the Equity Interests of Obligors’ ability to perform the Obligations at such Foreign Subsidiary time; and (v) the cost to the Lenders Borrower and its Subsidiaries balanced against the practical benefit to secure the ObligationsLenders.

Foreign Subsidiaries. Subject The Borrower shall deliver an agreement evidencing the pledge, to the following sentenceAgent, for the benefit of the Holders of Secured Obligations of 65% of the Capital Stock of each Material Subsidiary that is not a Domestic Subsidiary, within sixty (60) days after such Subsidiary has become a Material Subsidiary, together, in each such case, with corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent; PROVIDED, HOWEVER, in the event thatthat any such Material Foreign Subsidiary is wholly-owned by a Domestic Subsidiary, in connection with which all of the requirements of this CLAUSE (II) have been satisfied and the activities of which are limited to owning the Capital Stock of its Subsidiaries, then, the Agent, at any timeits option, Foreign Subsidiaries havemay waive the requirement for the pledge of such foreign Material Subsidiary's Capital Stock under this CLAUSE (II); and PROVIDED FURTHER, HOWEVER, in the aggregateevent that more than one Subsidiary within a commonly controlled group of Subsidiaries constitutes a Material Subsidiary which is not a Domestic Subsidiary, (i) total revenues constituting 5% or more then only the Capital Stock of the total revenues of Borrower and its Subsidiaries on a consolidated basis, "parent" or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign "controlling" Subsidiary shall be required to become a be pledged. If at any time any non-Domestic Material Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (issue or cause to be pledged) issued Capital Stock, or warrants or options with respect to its Capital Stock, such that the aggregate amount of the Capital Stock, if any, of such Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of the total number all of the Equity Interests outstanding Capital Stock thereof, the Borrower shall (i) promptly notify the Agent of such Foreign deficiency and (ii) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in a form and substance reasonably satisfactory to the Agent in order to cause all of the Capital Stock of such non-Domestic Material Subsidiary (but not in excess of 65% of all of the outstanding Capital Stock thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations. In the event that the Borrower or any Guarantor causes or permits any foreign Material Subsidiary that is not a Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower or any Guarantor then the Borrower will (i) simultaneously deliver, or cause to be delivered, an agreement evidencing the pledge, to the Agent, for the benefit of the Holders of Secured Obligations, of all of the Capital Stock of such non-Domestic Material Subsidiary, (ii) simultaneously cause such non-Domestic Material Subsidiary to execute and deliver to the Lenders Agent a Guaranty Supplement pursuant to secure which it agrees to be bound by the Obligationsterms and provisions of the Subsidiary Guaranty (whereupon such Subsidiary shall become a "Guarantor" under this Agreement), and (iii) deliver and cause such Subsidiaries to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers, UCC financing statements with respect to the Capital Stock added as additional Collateral and such other corporate documentation as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent.

Foreign Subsidiaries. Subject to the following sentence, in In the event thatthat any Person becomes a Material Foreign Subsidiary of Company after the date hereof, at any timeand such Material Foreign Subsidiary is directly owned by Company or a Subsidiary Guarantor or a Person obligated to become a Subsidiary Guarantor hereunder (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, Foreign Subsidiaries have, in the aggregate, solely with respect to (i) total revenues constituting 5% a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or more of the total revenues of Borrower and its Subsidiaries on (b) an Investment in a consolidated basis, Joint Venture (provided that such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) total assets constituting 5% or more Subsidiaries of Company on the total assets of Borrower and its Subsidiaries on a consolidated basisClosing Date that are not Material Subsidiaries, promptly legally valid contractual restrictions (andthat, in any eventthe case of clause (i)(a) above, within 30 days after such time) existed prior to the Borrower shall cause one or more date of such Foreign Subsidiaries to become Subsidiary Guarantors Permitted Acquisition and to have their Equity Interests pledgedwere not created in anticipation of such acquisition or, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and case of clause (ii) above. Notwithstanding , existed on the foregoingClosing Date)), no Foreign Subsidiary shall be required to become a Subsidiary GuarantorCompany will promptly notify Administrative Agent of that fact and, xxxxx x xxxx on any of its assets as provided in favor of the LendersSecurity Agreement, Company shall, or shall have its Equity Interests pledged cause the Subsidiary that owns the Capital Stock of such Material Foreign Subsidiary to, execute and deliver to secure the Obligations, Administrative Agent a supplement to the extent that becoming Security Agreement and, if requested by Administrative Agent, a Subsidiary Guarantor, granting a lien on any of its assets in favor Foreign Pledge Agreement and to deliver to Administrative Agent certificates or registers representing all of the Lenders or providing Capital Stock of such pledge would result Material Foreign Subsidiary (or, in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if the case of a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesCorporation, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests Capital Stock of such Foreign Subsidiary Corporation), accompanied, where applicable, by irrevocable undated stock powers, duly endorsed in blank; provided, that Administrative Agent may agree in its sole discretion, with respect to any pledge of the Capital Stock in any such Material Foreign Subsidiary, that the pledge of such Capital Stock is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed), and Administrative Agent may, in its sole discretion, consent to a waiver of the pledge of any such Capital Stock (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to secure the Obligationstime, to grant such waivers).

Foreign Subsidiaries. Subject Notwithstanding anything in the foregoing subsection 5.8A to the following sentencecontrary, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, that (i) total revenues constituting 5% any Person becomes a Subsidiary of Finance Sub after the date hereof and such Subsidiary is a controlled foreign corporation (as defined in Section 957(a) or more a successor provision of the total revenues Internal Revenue Code) and (ii) the execution of Borrower a counterpart of the Subsidiary Guaranty and the Collateral Documents required to be executed by such Subsidiary pursuant to this subsection 5.8A or such Subsidiary continuing to be a party to the Subsidiary Guaranty and the Collateral Documents, if previously executed, will result in material negative tax consequences to Company, then the Lenders hereby agree to enter into an amendment to this Agreement providing that (a) such foreign subsidiary shall not be required to execute counterparts of the Subsidiary Guaranty or the Collateral Documents or shall be released from the Subsidiary Guaranty and Collateral Documents to which it is a party, if previously executed, and (b) Finance Sub or its Subsidiaries on Subsidiaries, as the case may be, shall only be required to pledge, or continue to pledge, 65% of the Capital Stock of such foreign subsidiary, pursuant to the Collateral Documents, if permitted under applicable foreign law, or pursuant to an additional pledge agreement or other documentation in conformity with applicable foreign law to perfect Administrative Agent's security interest in such Capital Stock; provided that (1) Borrowers shall agree to such amendments to this Agreement as Lenders reasonably determine are necessary with respect to such foreign subsidiary and (2) such amendment shall otherwise be in form and substance reasonably satisfactory to Requisite Lenders. It being understood that if following any such amendment in accordance with this subsection 5.8C, (x) Administrative Agent or Requisite Lenders and Company reasonably determine at any time that additional pledges of Capital Stock of any such foreign subsidiary in excess of the 65% of the outstanding Capital Stock of such foreign subsidiary or a consolidated basisguarantee from, or other creditors rights or security interests in the assets of, any such foreign subsidiary (such additional pledged stock, guaranties and creditors' rights and security interests in assets, collectively, "ADDITIONAL SECURITY") may be obtained without Company incurring any material tax liabilities, or (iiy) total assets constituting 5% or more Administrative Agent and Requisite Lenders agree to pay any additional tax liabilities incurred in connection with the taking of the total assets of Borrower and its Subsidiaries on a consolidated basisAdditional Security, promptly (and, in any event, within 30 days after such time) the Borrower Company shall cause one such Additional Security to be granted to Administrative Agent for the benefit of Lenders, together with such supporting opinions of counsel and other documents as Administrative Agent or more of such Foreign Subsidiaries Requisite Lenders shall reasonably request consistent with the documents required to become Subsidiary Guarantors and be delivered pursuant to have their Equity Interests pledged, each subsection 5.8A. Notwithstanding anything in this subsection 5.8C to the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantorscontrary, the non-guarantor Foreign Subsidiaries in provisions of this subsection 5.8C shall not apply to Global Advanced Networks (Europe) B.V. ("GANE") as long as GANE (i) satisfies the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds conditions set forth in clauses (ib) and (c) of the definition of an Unrestricted Subsidiary, (ii) conducts no business activities and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its does not have assets in favor excess of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations$25,000.

Foreign Subsidiaries. Subject to If (a) any Foreign Subsidiary that is a direct wholly-owned Subsidiary of an Offshore Borrower or Offshore Guarantor organized under the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more laws of the total revenues jurisdiction of such Offshore Borrower and its Subsidiaries on a consolidated basisor Offshore Guarantor, or (iib) total any Person becomes a direct wholly-owned Subsidiary of an Offshore Borrower or Offshore Guarantor organized in the jurisdiction of such Offshore Borrower (other than O-I Europe) or Offshore Guarantor (other than any special purpose vehicle formed in connection with the incurrence or maintenance of Receivables Sale Indebtedness permitted hereunder), and such Subsidiary owns or acquires assets constituting 5% or more with an aggregate fair market value (without netting such fair value against a liability of such Subsidiary) exceeding $30,000,000, Borrowers’ Agent will promptly notify Collateral Agent of that fact and cause such Subsidiary, to the extent legally permissible, to execute and deliver to Collateral Agent a counterpart of the total applicable Offshore Guaranty and a counterpart of (or accession document to) the applicable Offshore Security Agreement and such documents and instruments and take such further actions as may be necessary, or in the reasonable opinion of Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of Borrower and its Subsidiaries such Subsidiary described in the applicable forms of Collateral Documents. If, on or after the Closing Date, a consolidated basiswholly-owned Foreign Subsidiary becomes a Foreign Subsidiary directly owned by a Subsidiary Guarantor, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more Capital Stock of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required pledged pursuant to become a Subsidiary Guarantor, xxxxx x xxxx on any the Security Agreement unless Collateral Agent agrees otherwise due to the illegality or impracticality of its assets such pledge or because the costs of obtaining such pledge are excessive in favor relation to the value of the Lenders, or security to be afforded thereby. Borrowers shall have its Equity Interests pledged to secure the Obligations, cause foreign pledge agreements with respect to the extent that becoming a Subsidiary Guarantor, granting a lien on any Capital Stock of its assets in favor O-I Manufacturing Netherlands B.V. and Veglarec B.V. to be executed and delivered to Collateral Agent as soon as reasonably practicable after the redemption of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsBSN Senior Subordinated Notes.

Foreign Subsidiaries. Subject Notwithstanding any other provisions of this Section 2.10, and subject to the following sentenceSection 2.10(h), mandatory prepayments as a result of Section 2.10(b) in the event that, at any time, respect of a Foreign Subsidiaries have, in the aggregate, Subsidiary (i) total revenues constituting 5% may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Asset Sale of any property or more assets referred to in Section 2.10(b) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by Borrower in consultation with the Administrative Agent and the Required Lenders (taking into account any foreign tax credit or benefit received in connection with such repatriation and after Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that the aggregate amount of mandatory prepayments that have not been applied to the prepayment of the total revenues Loans pursuant to this subclause (f) shall not exceed $10,000,000 during the life of Borrower and its Subsidiaries on this Agreement; provided, further, that such Net Cash Proceeds of any such Asset Sale of any property or assets referred to in Section 2.10(b) shall be applied to prepay any Indebtedness of a consolidated basisForeign Subsidiary permitted to be prepaid by this Agreement or reinvested in the business of any Company as permitted to be reinvested by this Agreement; provided, or further, that if an Event of Default is then continuing, no prepayment of any such Indebtedness (ii) total assets constituting 5% or more of other than any prepayment required by the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more terms of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledgedIndebtedness) or reinvestments shall be permitted, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding may be retained if prohibited under applicable local law (as reasonably determined by Borrower); provided that such amounts may be retained by the foregoing, no applicable Foreign Subsidiary shall be required to become a Subsidiary Guarantorso long, xxxxx x xxxx on any of its assets in favor of but only so long, as the Lenders, or shall have its Equity Interests pledged to secure the Obligations, applicable local law will not permit repatriation to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of United States (Borrower hereby agreeing to cause the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the Lenders applicable local law to secure permit such repatriation), and once such repatriation is permitted under the Obligationsapplicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. Subject to At any time that the following sentence, Foreign Subsidiaries directly owned by the Borrower or by any Domestic Subsidiary (the “First Tier Foreign Subsidiaries”) shall in the event that, at any time, Foreign Subsidiaries have, in the aggregate, aggregate account for more than ten percent (i10%) of total revenues constituting 5% or more assets of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% basis as of the last day of the most recent fiscal quarter end or more than ten percent (10%) of consolidated revenues of the total assets of Borrower and its Subsidiaries on a consolidated basisbasis for the period of four consecutive fiscal quarters ending as of the most recent fiscal quarter end (the “Foreign Subsidiary Threshold”), promptly (and, in any event, within 30 days after such time) then the Borrower shall within thirty (30) days after delivery of the financial statements for such fiscal quarter end (or fiscal year end if such fiscal quarter is the last quarter of the Borrower’s fiscal year) pursuant to Section 7.01, cause 65% (or such greater percentage that, due to a change in an applicable tax laws after the date hereof, could not reasonably be expected to (A) cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) otherwise cause any material adverse tax consequences to the Borrower) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in one or more of such First Tier Foreign Subsidiaries to become Subsidiary Guarantors and be subject at all times to have their Equity Interests pledgeda first priority, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets perfected Lien in favor of the Lenders, or shall have its Equity Interests pledged Administrative Agent (subject to secure the Obligations, Permitted Liens) pursuant to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor terms and conditions of the Lenders or providing Collateral Documents, such pledge would result in adverse tax consequences for Borrower and its Subsidiariesthat immediately after such pledge, taken as the First Foreign Subsidiaries whose Capital Stock is not subject to such a whole; provided that, if a Lien shall not exceed the Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsThreshold.

Foreign Subsidiaries. Subject Effective as of the Closing Date, at the option of the Purchaser as may be determined in its sole discretion, the Sellers shall, or shall cause their respective Affiliates to the following sentence(or, in the event thatcase of the U.K. business operations, shall cause Xxxxxxx Xxxxxxxx, or take such other appropriate steps, to) (A) at any timethe election of the Sellers, Foreign Subsidiaries have(a) Transfer to the Purchaser or to one or more of its designated Affiliates, the capital stock of a wholly-owned subsidiary of Silverprime Ltd., (which subsidiary shall contain the Assets and the Executory Contracts primarily related to the operation of the dMS Business in the aggregateU.K. (the “U.K. Assets”)), or (ib) total revenues constituting 5% directly transfer the U.K. Assets to the Purchaser ((a) and (b) collectively, the “dMS Foreign Subsidiary Option”) and (B) Transfer to the Purchaser or to one or more of the total revenues of Borrower and its Subsidiaries on a consolidated basisdesignees, or (ii) total assets constituting 5% or more the capital stock of any of the total assets foreign subsidiaries listed on Exhibit G attached hereto (the “ECM Foreign Subsidiary Option”) (any of Borrower the foregoing foreign subsidiaries which the Purchaser so elects to acquire individually referred to herein as a “Foreign Subsidiary”, and its Subsidiaries on a consolidated basiscollectively as the “Foreign Subsidiaries”); provided that the Purchaser (x) must exercise the dMS Foreign Subsidiary Option, promptly (andif at all, in any event, within no later than 30 days following the Closing Date and (y) may only exercise the ECM Foreign Subsidiary Option, if at all, on the first Business Day following the 30th day after such time) the Borrower shall cause one or more closing of the sale of the CIM and Collaboration Business, to the extent the capital stock of such Foreign Subsidiaries has not been previously acquired. In connection therewith, immediately prior to become Subsidiary Guarantors any such Transfer, all intercompany receivables, payables, loans and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues investments and any other intercompany accounts of any type or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on nature between any Seller or any of its assets in favor Affiliates that are controlled by any Seller and not subject to any insolvency or similar proceeding, on the one hand, and the Foreign Subsidiary(ies) the stock of which is the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result subject of such adverse tax consequencesTransfer, to on the extent other hand, shall be settled, cancelled or otherwise terminated or eliminated (it being understood that such Foreign Subsidiary is a “first tier” Foreign Subsidiarythe Sellers will determine, Borrower shall pledge (or cause to be pledged) 65% of in their sole discretion, the total number of the Equity Interests method of such Foreign Subsidiary to the Lenders to secure the Obligationstermination or elimination).

Foreign Subsidiaries. Subject to the following sentence, in In the event thatthat any Person becomes a Material Foreign Subsidiary of Company after the date hereof, at any timeand such Material Foreign Subsidiary is directly owned by Company or a Subsidiary Guarantor or a Person obligated to become a Subsidiary Guarantor hereunder (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, Foreign Subsidiaries have, in the aggregate, solely with respect to (i) total revenues constituting 5% or more a Person that becomes a Subsidiary of the total revenues of Borrower and its Subsidiaries on Company after the Closing Date pursuant to (a) a consolidated basis, Permitted Acquisition or (b) an Investment in a Joint Venture (provided that such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) total assets constituting 5% or more Subsidiaries of the total assets of Borrower and its Subsidiaries Company on a consolidated basisthe Closing Date that are not Material Subsidiaries, promptly legally valid contractual restrictions (andthat, in any eventthe case of (i)(a) above, within 30 days after such time) existed prior to the Borrower shall cause one or more date of such Foreign Subsidiaries to become Subsidiary Guarantors Permitted Acquisition and to have their Equity Interests pledgedwere not created in anticipation of such acquisition or, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and case of (ii) above. Notwithstanding , existed on the foregoingClosing Date)), no Foreign Subsidiary shall be required to become a Subsidiary GuarantorCompany will promptly notify Administrative Agent of that fact and, xxxxx x xxxx on any of its assets as provided in favor of the LendersSecurity Agreement, Company shall, or shall have its Equity Interests pledged cause the Subsidiary that owns the Capital Stock of such Material Foreign Subsidiary to, execute and deliver to secure the Obligations, Administrative Agent a supplement to the extent that becoming Security Agreement and, if requested by Administrative Agent, a Subsidiary Guarantor, granting a lien on any of its assets in favor Foreign Pledge Agreement and to deliver to Administrative Agent certificates representing all of the Lenders or providing Capital Stock of such pledge would result Material Foreign Subsidiary (or, in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if the case of a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesCorporation, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests Capital Stock of such Foreign Subsidiary Corporation), accompanied by irrevocable undated stock powers, duly endorsed in blank; provided, that the Administrative Agent may agree in its sole discretion, with respect to any pledge of the Capital Stock in any such Material Foreign Subsidiary, that the pledge of such Capital Stock is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed), and the Administrative Agent may, in its sole discretion, consent to a waiver of the pledge of any such Capital Stock (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize the Administrative Agent, in its sole discretion and from time to secure the Obligationstime, to grant such waivers).

Foreign Subsidiaries. Subject Notify the Administrative Agent of the creation or acquisition of any Foreign Subsidiary (including, without limitation, any Material First-Tier Foreign Subsidiary) and of any Foreign Subsidiary becoming a Material First-Tier Foreign Subsidiary and, with respect to any Material First-Tier Foreign Subsidiary existing as of the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregateClosing Date or so created or acquired or becoming such, (i) total revenues constituting 5% or more subject to the proviso in clause (1) below, as of the total revenues of Borrower and its Subsidiaries on a consolidated basis, Closing Date (as to each Material First-Tier Foreign Subsidiary then in existence) or (ii) total assets constituting 5% promptly thereafter (and in any event within ninety (90) days after such creation or more acquisition or occurrence, as to each Material First-Tier Foreign Subsidiary so created or acquired or becoming such after the Closing Date), cause (A) the Borrower and/or the applicable Domestic Subsidiary(ies) to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total assets outstanding voting Capital Stock (and one hundred percent (100%) of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor voting Capital Stock) of any such Material First-Tier Foreign Subsidiaries Subsidiary as security for the Obligations and a consent thereto executed by such Material 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 Material First-Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the aggregate shall cease registered owner thereof), (B) such Person to have revenues or assetsdeliver to the Administrative Agent such documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (C) 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 (D) such Person to deliver to the Administrative Agent a legal opinion of counsel to the Borrower and/or such Domestic Subsidiary(ies), as applicable, and such Material First-Tier Foreign Subsidiary and 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 meet (1) except for the thresholds set forth in clauses (iBorrower’s execution of the Pledge Agreement, the Borrower, Fossil Europe B.V. and Swiss Technology Holding GmBH shall not be obligated to comply with the requirements of this Section 9.11(b) above as they relate to the Capital Stock of such Material First-Tier Foreign Subsidiaries prior to January 31, 2011, and (ii2) above. Notwithstanding the foregoingBorrower and Fossil Gibraltar shall not be obligated to comply with the requirements of this Section 9.11(b) above as they relate to the Capital Stock of Fossil Gibraltar prior to June 30, no Foreign Subsidiary 2011 (and, for the avoidance of doubt, if Fossil Gibraltar has been dissolved as permitted by Section 9.1 as of such date, the Borrower and Fossil Gibraltar shall not be obligated to comply with such requirements as they relate to the Capital Stock of Fossil Gibraltar on or after such date but the Borrower and Fossil East shall be required obligated to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, comply with such requirements as they relate to the extent that becoming a Subsidiary Guarantor, granting a lien on any Capital Stock of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsFossil East).

Foreign Subsidiaries. Subject Except following the occurrence of a Collateral Release Event, the Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that (i) 66% of the voting Capital Stock of any First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) of any Obligor and (ii) so long as the pledge thereof could not have any adverse tax consequences for the Company, 100% of all other Capital Stock of such First-Tier Foreign Subsidiary of any Obligor shall be pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to the following sentenceSecurity and Pledge Agreement. Without limiting the generality of the foregoing, in the event thatthat the Company or any of its Domestic Subsidiaries that are Obligors shall form or acquire any new First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary to (except following the occurrence of a Collateral Release Event), comply with the requirements of this Section 6.09(b) promptly but in no event later than 45 days following the formation or acquisition of such Foreign Subsidiary, as such time period may be extended by the Administrative Agent in its sole discretion, and in that connection the Company or such Domestic Subsidiary, as the case may be, shall deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as the Administrative Agent shall have reasonably requested (such documents to be substantially consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date). Notwithstanding anything herein to the contrary; (A) if at any time, time either the aggregate tangible assets (determined based on the book value) of First-Tier Foreign Subsidiaries have, the shares of Capital Stock of which have not been pledged pursuant to the Security and Pledge Agreement exceed 5% of the aggregate tangible assets (determined based on the book value) of the Company or the revenues of First-Tier Foreign Subsidiaries the share of Capital Stock of which have not been pledged pursuant to the Security and Pledge Agreement exceeds 5% of the consolidated revenues of the Company (as determined (in the aggregate, (icase of assets) total revenues constituting 5% or more as of the total revenues end of Borrower and its Subsidiaries on a consolidated basis(in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to (ii) total assets constituting 5% or more except following the occurrence of a Collateral Release Event), pledge the total assets Capital Stock of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more such First-Tier Foreign Subsidiaries pursuant to this Section 6.09(b) so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of the financial statements of the Company for such fiscal quarter or fiscal year, as such time period may be extended by the Administrative Agent in its sole discretion, and (B) if at any time any First-Tier Foreign Subsidiary (the capital stock of which has not been pledged pursuant to the Security and Pledge Agreement) shall no longer be an Immaterial Foreign Subsidiary (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to (except following the occurrence of a Collateral Release Event), comply with the requirements of this Section 6.09(b) with respect to the Capital Stock of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the nonFirst-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Tier Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% promptly but in no event later than 45 days following the delivery of the total number financial statements of the Equity Interests of Company for such Foreign Subsidiary to fiscal quarter or fiscal year, as such time period may be extended by the Lenders to secure the ObligationsAdministrative Agent in its sole discretion.

Foreign Subsidiaries. Subject Notify the Administrative Agent upon the creation or acquisition of any Foreign Subsidiary (including, without limitation, any Material First-Tier Foreign Subsidiary) and of any Foreign Subsidiary becoming a Material First-Tier Foreign Subsidiary and, with respect to any Material First-Tier Foreign Subsidiary existing as of the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregateClosing Date or so created or acquired or becoming such, (i) total revenues constituting 5% or more subject to the proviso in clause (1) below, as of the total revenues of Borrower and its Subsidiaries on a consolidated basis, Closing Date (as to each Material First-Tier Foreign Subsidiary then in existence) or (ii) total assets constituting 5% promptly thereafter (and in any event within ninety (90) days after such creation or more acquisition or occurrence and as such time period may be extended by the Administrative Agent in its sole discretion) as to each Material First-Tier Foreign Subsidiary so created or acquired or becoming such after the Closing Date), cause (A) the Borrower and/or the applicable Domestic Subsidiary(ies) to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total assets outstanding voting Capital Stock (and one hundred percent (100%) of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor voting Capital Stock) of any such Material First-Tier Foreign Subsidiaries Subsidiary as security for the Obligations and a consent thereto executed by such Material 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 Material First-Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the aggregate shall cease registered owner thereof), (B) such Person to have revenues or assetsdeliver to the Administrative Agent such documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (C) 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 (D) such Person to deliver to the Administrative Agent a legal opinion of counsel to the Borrower and/or such Domestic Subsidiary(ies), as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no such Material First-Tier Foreign Subsidiary shall and such other documents as may be required to become a Subsidiary Guarantorreasonably requested by the Administrative Agent, xxxxx x xxxx on any of its assets all in favor of the Lendersform, or shall have its Equity Interests pledged to secure the Obligations, content and scope reasonably satisfactory to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsAdministrative Agent.

Foreign Subsidiaries. Subject to the following sentence, in the event thatIf Borrower shall at any time consolidate -------------------- its and any of its Foreign Subsidiaries' financial statements for US tax-reporting purposes on a world-wide basis, at any timethe request of Agent, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries Subsidiary to become Subsidiary Guarantors execute and deliver to have their Equity Interests pledgedAgent (a) a Guaranty in form and substance reasonably satisfactory to Agent, each guarantying the Obligations under the other Loan Documents, and (b) Collateral Documents in the manner set forth in Section 8.12(a)form and substance reasonably satisfactory to Agent, granting to Agent a Lien over such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or Subsidiary's properties and assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligationseach case, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor such Guaranty or Collateral Document is not prohibited by the law of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all jurisdiction of its Equity Interests pledged as a result formation of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower and shall cause the pledge (or cause to be pledged) 65% of all of the total number of the Equity Interests Stock of such Foreign Subsidiary to the Lenders Agent to secure all of the Obligations. In making any request under the immediately preceding sentence, Agent shall, so long as no Default or Event of Default has occurred and is continuing, exercise reasonable credit judgment and take into consideration the costs associated therewith in relation to the value or importance of such Guaranty or Collateral Documents. The security interests required to be granted pursuant to this Section shall be valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens, except Permitted Encumbrances. The Collateral Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times, and such other actions shall be taken, as are required by law to establish, perfect, preserve and protect the Liens, in favor of Agent, required to be granted pursuant to such documents and all taxes, fees and other charges payable in connection therewith shall be paid in full by Borrower and such Foreign Subsidiary. At the time of the execution and delivery of the additional documents, Borrower shall cause to be delivered to Agent such opinions of counsel, mortgage policies, title surveys, real estate appraisals, certificates of title, stock certificates and other related documents as may be reasonably requested by Agent to assure itself that this Section has been complied with.

Foreign Subsidiaries. Subject The Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that (i) 66% of the following sentencevoting Capital Stock of any First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) of any Obligor and (ii) so long as the pledge thereof could not have any adverse tax consequences for the Company, 100% of all other Capital Stock of such First-Tier Foreign Subsidiary of any Obligor shall be pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to a Pledge Agreement. Without limiting the generality of the foregoing, in the event thatthat the Company or any of its Domestic Subsidiaries that are Obligors shall form or acquire any new First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary to, comply with the requirements of this Section 6.09(b) promptly but in no event later than 45 days following the formation or acquisition of such Foreign Subsidiary, as such time period may be extended by the Administrative Agent in its sole discretion, and in that connection the Company or such Domestic Subsidiary, as the case may be, shall deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested. Notwithstanding anything herein to the contrary; (A) if at any time, time either the aggregate tangible assets (determined based on the book value) of First-Tier Foreign Subsidiaries have, the shares of Capital Stock of which have not been pledged pursuant to a Pledge Agreement exceed $25,000,000 or the revenues of First-Tier Foreign Subsidiaries the share of Capital Stock of which have not been pledged pursuant to a Pledge Agreement exceeds 5% of the consolidated revenues of the Company (as determined (in the aggregate, (icase of assets) total revenues constituting 5% or more as of the total revenues end of Borrower and its Subsidiaries on a consolidated basis(in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or (ii) total assets constituting 5% or more cause the relevant Domestic Subsidiary that is an Obligor to, pledge the Capital Stock of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more such First-Tier Foreign Subsidiaries pursuant to this Section 6.09(b) so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of the financial statements of the Company for such fiscal quarter or fiscal year, as such time period may be extended by the Administrative Agent in its sole discretion, and (B) if at any time any First-Tier Foreign Subsidiary (the capital stock of which has not been pledged pursuant to a Pledge Agreement) shall no longer be an Immaterial Foreign Subsidiary (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to, comply with the requirements of this Section 6.09(b) with respect to the Capital Stock of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the nonFirst-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Tier Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% promptly but in no event later than 45 days following the delivery of the total number financial statements of the Equity Interests of Company for such Foreign Subsidiary to fiscal quarter or fiscal year, as such time period may be extended by the Lenders to secure the ObligationsAdministrative Agent in its sole discretion.

Foreign Subsidiaries. Subject to the following sentence, in In the event thatthat any Person becomes a Material Foreign Subsidiary of Company after the date hereof, at any timeand such Material Foreign Subsidiary is directly owned by Company or a Subsidiary Guarantor or a Person obligated to become a Subsidiary Guarantor hereunder (provided that the pledge of the Capital Stock of such Subsidiary is not prohibited by applicable law or, Foreign Subsidiaries have, in the aggregate, solely with respect to (i) total revenues constituting 5% a Person that becomes a Subsidiary of Company after the Closing Date pursuant to (a) a Permitted Acquisition or more of the total revenues of Borrower and its Subsidiaries on (b) an Investment in a consolidated basis, Joint Venture (provided that such Investment is permitted pursuant to subsection 7.3 hereof) or (ii) total assets constituting 5% or more Subsidiaries of Company on the total assets of Borrower and its Subsidiaries on a consolidated basisClosing Date that are not Material Subsidiaries, promptly legally valid contractual restrictions (andthat, in any eventthe case of clause (i)(a) above, within 30 days after such time) existed prior to the Borrower shall cause one or more date of such Foreign Subsidiaries to become Subsidiary Guarantors Permitted Acquisition and to have their Equity Interests pledgedwere not created in anticipation of such acquisition or, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and case of clause (ii) above. Notwithstanding , existed on the foregoingClosing Date)), no Foreign Subsidiary shall be required to become a Subsidiary GuarantorCompany will promptly notify Administrative Agent of that fact and, xxxxx x xxxx on any of its assets as provided in favor of the LendersSecurity Agreement, Company shall, or shall have its Equity Interests pledged cause the Subsidiary that owns the Capital Stock of such Material Foreign Subsidiary to, execute and deliver to secure the Obligations, Administrative Agent a supplement to the extent that becoming Security Agreement and, if requested by Administrative Agent, a Subsidiary Guarantor, granting a lien on any of its assets in favor Foreign Pledge Agreement and to deliver to Administrative Agent certificates representing all of the Lenders or providing Capital Stock of such pledge would result Material Foreign Subsidiary (or, in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if the case of a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequencesCorporation, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests Capital Stock of such Foreign Subsidiary Corporation), accompanied by irrevocable undated stock powers, duly endorsed in blank; provided, that Administrative Agent may agree in its sole discretion, with respect to any pledge of the Capital Stock in any such Material Foreign Subsidiary, that the pledge of such Capital Stock is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully, completed), and Administrative Agent may, in its sole discretion, consent to a waiver of the pledge of any such Capital Stock (notwithstanding any provision of subsection 10.6, in acting pursuant to the foregoing proviso, the Lenders hereby authorize Administrative Agent, in its sole discretion and from time to secure the Obligationstime, to grant such waivers).

Foreign Subsidiaries. Subject The Company will take such action, and will cause each of its Domestic Subsidiaries to the following sentencetake such action, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, from time to time as shall be necessary to ensure that (i) total revenues constituting 566% or more of the total revenues voting Capital Stock of Borrower and its Subsidiaries on a consolidated basis, or any First-Tier Foreign Subsidiary (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such other than an Immaterial Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (iSubsidiary) and (ii) above. Notwithstanding so long as the foregoingpledge thereof could not have any adverse tax consequences for the Company, no 100% of all other Capital Stock of such Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to a Pledge Agreement. Without limiting the generality of the foregoing, in the event that the Company or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders Domestic Subsidiaries shall form or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a acquire any new First-Tier Foreign Subsidiary is precluded from becoming a (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary Guarantor to, comply with the requirements of this Section 6.09(b) promptly but in no event later than 45 days following the formation or having all of its Equity Interests pledged as a result acquisition of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower and in that connection the Company or such Domestic Subsidiary, as the case may be, shall pledge deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have requested. Notwithstanding anything herein to the contrary; (A) if at any time the aggregate assets or revenues of First-Tier Foreign Subsidiaries the shares of Capital Stock of which have not been pledged pursuant to this Agreement exceed $20,000,000 (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary to, pledge the Capital Stock of one or more such First-Tier Foreign Subsidiaries pursuant to be pledgedthis Section 6.09(b) 65% so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of the total number financial statements of the Equity Interests Company for such fiscal quarter or fiscal year and (B) if at any time any First-Tier Foreign Subsidiary (the capital stock of which has not been pledged pursuant to this Agreement) shall no longer be an Immaterial Foreign Subsidiary (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary to, comply with the requirements of this Section 6.09(b) with respect to the Capital Stock of such First-Tier Foreign Subsidiary to Subsidiary, promptly but in no event later than 45 days following the Lenders to secure delivery of the Obligationsfinancial statements of the Company for such fiscal quarter or fiscal year.

Foreign Subsidiaries. Subject to the following sentenceThe Borrower agrees that it shall, and shall cause each Subsidiary that owns any Capital Stock of a Foreign Subsidiary to, pledge two-thirds of all issued and outstanding shares of each class of Capital Stock of each Foreign Subsidiary (or, in the event that, at any time, Foreign that the Borrower and its Subsidiaries haveown, in the aggregate, less than two-thirds of the issued and outstanding shares of any class of such Capital Stock, all of such issued and outstanding shares owned by the Borrower and its Subsidiaries) to the Agent as security for the payment and performance of the Obligations, each of which pledges shall be pursuant to a pledge and security agreement in form and substance satisfactory to the Agent (ithe "Foreign Stock Pledge Agreements"); provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pledge the Capital Stock of Foreign Subsidiaries which, in the aggregate, contribute less than 12.5% of the EBITDA of the Borrower and its Subsidiaries on a consolidated basis determined as of the most recent Calculation Day based on the Calculation Period then ended; provided, further, however, that if, for any subsequent Calculation Period, EBITDA of the Foreign Stock Subsidiaries whose Capital Stock is not pledged pursuant to this Section 2.19(b) total revenues constituting 5equals 12.5% or more of the total revenues EBITDA of the Borrower and its Subsidiaries on a consolidated basis, or the Borrower and its Subsidiaries shall promptly (iiand in any event within ten Business Days after such determination is initially made) total assets constituting 5% or more execute additional Foreign Stock Pledge Agreements which pledge the Capital Stock of additional Foreign Subsidiaries such that the EBITDA of the total assets Foreign Stock Subsidiaries whose Capital Stock is not pledged is less than 12.5% of the EBITDA of the Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more . Each of such pledges shall constitute a perfected, first priority Lien in all such Capital Stock of each Foreign Subsidiaries Subsidiary. In addition to become Subsidiary Guarantors the foregoing and to have their Equity Interests pledged, each in connection with the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary GuarantorsForeign Stock Pledge Agreements, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having applicable Subsidiaries shall deliver to the Agent the original certificates evidencing all of its Equity Interests pledged as a result the Capital Stock so pledged, together with stock powers appropriately executed in blank or other instruments of such adverse tax consequences, transfer in form and substance satisfactory to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsAgent.

Foreign Subsidiaries. Subject The Company agrees that it shall, and shall cause each Subsidiary that owns any Capital Stock of a Foreign Subsidiary to (the following sentenceextent not restricted by law), pledge two-thirds of all issued and outstanding shares of each class of Capital Stock of each Foreign Subsidiary (or, in the event that, at any time, Foreign that the Company and its Subsidiaries haveown, in the aggregate, less than two-thirds of the issued and outstanding shares of any class of such Capital Stock, all of such issued and outstanding shares owned by the Company and its Subsidiaries) to the Agent as security for the payment and performance of the Obligations, each of which pledges shall be pursuant to a pledge and security agreement in form and substance satisfactory to the Agent (ithe "Foreign Stock Pledge Agreements"); provided, however, that neither the Company nor any of its Subsidiaries shall be required to pledge the Capital Stock of Foreign Subsidiaries which, in the aggregate, contribute less than 12.5% of the EBITDA of the Company and its Subsidiaries on a consolidated basis determined as of the most recent Calculation Day based on the Calculation Period then ended; provided, further, however, that if, for any subsequent Calculation Period, EBITDA of the Foreign Stock Subsidiaries whose Capital Stock is not pledged pursuant to this Section 2.19(b) total revenues constituting 5equals 12.5% or more of the total revenues EBITDA of Borrower the Company and its Subsidiaries on a consolidated basis, or the Company and its Subsidiaries shall promptly (iiand in any event within ten Business Days after such determination is initially made) total assets constituting 5% or more execute additional Foreign Stock Pledge Agreements which pledge the Capital Stock of additional Foreign Subsidiaries such that the EBITDA of the total assets Foreign Stock Subsidiaries whose Capital Stock is not pledged is less than 12.5% of Borrower the EBITDA of the Company and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more . Each of such pledges shall constitute a perfected, first priority Lien in all such Capital Stock of each Foreign Subsidiary. In addition to the foregoing and in connection with the Foreign Stock Pledge Agreements, the Company and its applicable Subsidiaries shall deliver to become Subsidiary Guarantors and to have their Equity Interests the Agent the original certificates evidencing all of the Capital Stock so pledged, each together with stock powers appropriately executed in the manner set forth blank or other instruments of transfer in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) form and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, substance satisfactory to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the ObligationsAgent.