Common use of Material Subsidiaries Clause in Contracts

Material Subsidiaries. (a) The Loan Parties shall cause any Person which becomes a Material Subsidiary after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement.

Material Subsidiaries. (a) The Loan Parties In the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such Borrower (or Domestic Subsidiary) shall within forty-five (45) days (unless a longer period is agreed to by Lender) (i) cause any Person which becomes a such Material Subsidiary after the Closing Date (aa) to become execute and deliver a party toGuaranty, in form and substance satisfactory to Lender, in favor of Lender, and agree (bb) to be bound by execute and deliver a security agreement, substantially in the terms of, this Agreement and form of the Security Agreement Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests in such Material Subsidiary pursuant to a Joinder Agreement, pledge agreement substantially in the form attached hereto as Exhibit F satisfactory of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the Agent extent such equity interests are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all respects domestic Subsidiaries that are not a Guarantor and executed party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of such Borrower and its Subsidiaries as of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the Agent within ten total revenues of such Borrower and its Subsidiaries for the most recent fiscal year of Borrowers for which the Borrowers have delivered audited financial statements and such Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (ia) and (l) to be delivered to the Agent concurrently comply with the instrument referred other provisions of this subsection (a) as required to above, modified appropriately to refer to such instrument and such Material Subsidiarycomply with this proviso. (b) The In the event that any Borrower shallcreates or acquires a First Tier Foreign Subsidiary, or such Borrower shall cause any within ninety (90) days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the such Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by of the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material SubsidiaryStock Pledge Agreement; or (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such Foreign Subsidiary ceases pledged ownership interests; and (iii) take such further actions as Lender requests to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of perfect the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of security interest in such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. (a) The Loan Parties shall cause any Person which becomes a Material Subsidiary after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified Compliance Certificate required in Section 3.01(c), (f), (h), (i6.1(d) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Administrative Agent within ten shall include a list of all Material Subsidiaries as of the last day of the Fiscal Quarter most recently ended (10) Domestic Business Days after and specifying the day on which percentage of Consolidated Total Assets and Consolidated gross revenues represented by each such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement (calculated in accordance with the definition of “Material Subsidiaries” and this Section 5.29(a7.15)) so that as of the last day of any Fiscal Quarter for the most recently ended Test Period, (a) the revenues of all such designated Material Subsidiaries, in the aggregate with the Borrower and all other Material Subsidiaries, account for or any shares contribute at least 80% of capital stock Consolidated gross revenues of the Borrower and its Subsidiaries as of such date and (b) such list includes each Subsidiary the assets of which were at least 5% of the Consolidated gross revenues or at least 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of such date. In absence of a Foreign Subsidiary are pledged different designation by the Borrower on any subsequent date, the designation of Material Subsidiaries most recently made by the Borrower shall continue in effect. Notwithstanding anything herein to the Agent in accordance with Section 5.29(b)contrary, such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a no Subsidiary of the Borrower designated at any time as a result Material Subsidiary may have its designation removed, released, revoked or modified without the prior consent of all the Borrower’s transfer Lenders, other than (x) pursuant to a merger, consolidation or sale amalgamation subject to Section 8.7 or (y) any Subsidiary not required to be included as a Material Subsidiary pursuant to the first sentence of one hundred percent (100%) this Section 7.15. Notwithstanding anything contained herein to the contrary, for purposes of the capital stock of such Subsidiary in accordance with this Article 7, all reference to Subsidiaries and U.S. Loan Parties shall exclude any and all Immaterial Subsidiaries other than to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree a particular provision refers to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge AgreementPersons on a Consolidated basis or on a “taken as a whole” basis.

Material Subsidiaries. A. In the event that Borrower creates or acquires a Domestic Material Subsidiary (or if a then-existing Domestic Subsidiary becomes a Domestic Material Subsidiary), Borrower shall within forty-five (45) days (unless a longer period is agreed to by Bank) (a) The Loan Parties shall cause any Person which becomes a such Domestic Material Subsidiary after the Closing Date (i) to become execute and deliver a party toGuaranty, in favor of Bank, and agree (ii) to be bound by the terms ofexecute and deliver a security agreement, this Agreement and the Security Agreement pursuant to a Joinder Agreement, substantially in the form attached hereto as Exhibit F satisfactory of the Security Agreement, granting a security interest in its assets to secure the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. Guaranty; (b) The pledge to Bank the ownership interests of Borrower shall, or shall cause any in such Domestic Material Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed of the Pledge Agreement; and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once deliver to Bank the outstanding share certificates (if any) (or other evidence of its equity) evidencing such pledged ownership interests. B. In the event that Borrower or any Domestic Subsidiary creates or acquires, a First Tier Foreign Subsidiary that is a Material Subsidiary (or if a then-existing First Tier Foreign Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(bSubsidiary), then Borrower or such Subsidiary shall within forty-five (including, without limitation, all Initial Guarantors45) thereafter shall remain a party to this Agreement and the shares of capital stock in days after such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: creation or acquisition (i) such Material Subsidiary ceases pledge to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred Bank sixty-five percent (10065%) of the capital stock ownership interests in such First Tier Foreign Subsidiary owned by Borrower or such Domestic Subsidiary pursuant to a Pledge Agreement substantially in the form of Exhibit D hereto; (ii) deliver to Bank the outstanding share certificates (if any) (or other evidence of its equity) evidencing such Subsidiary pledged ownership interests; and (iii) upon Bank’s request take such further actions as are reasonably necessary (including, compliance with any and all foreign law requirements) to perfect Bank’s security interest in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. In the event any Person is or becomes a direct or indirect Material Subsidiary of any Loan Party, the Borrower shall notify each Agent of each such event or transaction concurrently with the delivery of the deliverables for the Closing Date and with each Compliance Certificate. Each Material Subsidiary of a Loan Party shall within thirty (30) days after becoming a Material Subsidiary (or such later date as may be agreed by the Administrative Agent in its sole and absolute discretion): (a) The Loan Parties shall cause any Person which becomes a Material Subsidiary after the Closing Date to become (if not already a party tothereto) a party to the Entity Guaranty, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreementand any other Security Document requested by the Collateral Agent, in the form attached hereto as Exhibit F a manner reasonably satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary.Collateral Agent; (b) The Borrower shallpursuant to, and to the extent required by, the Security Agreement (taking into account any thresholds, carve-outs or other limitations set forth therein), pledge (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent for the benefit of the Lenders (i) all of the outstanding Equity Interests owned directly by such Material Subsidiary, along with undated stock or other powers for such certificates, executed in blank (or, if any such Equity Interests are uncertificated, or shall cause if any Subsidiary (such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary, confirmation and evidence satisfactory to the “Pledgor Subsidiary”) to, pledge Collateral Agent that the lesser of 65% or the entire security interest owned in such uncertificated securities has been pledged to and perfected by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement Lender in accordance with Section 5.29(a) the UCC, PPSA or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(bsimilar law which may be applicable), and (ii) all notes evidencing intercompany Indebtedness in favor of such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the AgentMaterial Subsidiary, as the case may be, even if: in accordance with the terms of the Security Documents; (c) deliver to the Collateral Agent copies of (i) UCC, PPSA or similar search reports for the applicable jurisdiction, federal, provincial, state or other tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (but prior to) the date such Person becomes an Entity Guarantor and a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as the debtor, and pending litigation and bankruptcies against such Person, and which are filed or pending, as applicable, in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (none of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, trademarks or copyrights form a part of the Collateral being granted by such Person; (d) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such other in form and substance satisfactory to the Collateral Agent, such UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent as the secured party, and filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to perfect the first priority security interest of the Collateral Agent pursuant to the Security Agreement, and (ii) appropriate trademark, copyright and patent security agreements or supplements to be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) a pledge from any Loan Party that is the direct parent of such Material Subsidiary ceases of its Equity Interests in such Material Subsidiary in favor of the Lender pursuant to be the Security Agreement (or a reaffirmation of such pledge if such direct parent is already a party to the Security Agreement), together with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) any other Security Documents reasonably requested by the Collateral Agent in respect of such Loan Party’s pledge of its Equity Interests in such Material Subsidiary in favor of the Collateral Agent, in each case, in form and substance reasonably satisfactory to the Collateral Agent. (f) In the event that the Parent or any of its Subsidiaries completes an acquisition or a disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary; , then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for the purpose of calculating Consolidated Total Revenue and (ii) on the last date of such period for the purpose of calculating Consolidated Total Assets. (g) The foregoing shall be accompanied with other documentary evidence, reasonably requested by the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent, that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Material Subsidiary authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.7. (h) The Borrower may cause Subsidiaries of the Parent that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in this Section 7.15 applicable to a Material Subsidiary, and such Subsidiary shall become a Loan Party effective upon the completion of such documents and instruments. (i) For the avoidance of doubt, to the extent any Subsidiary is required under Section 7.12 to put in place a Mortgage in favor of the Collateral Agent on any Material Real Property, such Subsidiary will constitute a Material Subsidiary and shall comply with the requirements of this Section 7.15. (j) Notwithstanding any other term of the Loan Documents, the provisions of Section 7.12 and this Section 7.15 and the provisions of the Loan Documents with respect to Collateral and the obligation of a Subsidiary to provide a Subsidiary Guaranty need not be satisfied with respect to any Subsidiary acquired after the Closing Date to the extent that a pledge, security interest or Guarantee by such Subsidiary (or in the Equity Interests issued by such Subsidiary) is prohibited or restricted by applicable Law, rule, order, decree or regulation or any agreement with any Governmental Authority or third party or which would require governmental (including regulatory) or third party consent, approval, license or authorization to provide such security interest (after giving effect to the applicable anti-assignment provisions of the UCC, as applicable) or Guarantee (with no requirement to obtain the consent of any Governmental Authority or third party). For clarity, this Section 7.15(j) shall not apply at any time that, and for so long as (i) the aggregate amount contributed to Consolidated Total Revenue by all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10.00%) of Consolidated Total Revenue for the period of four consecutive Fiscal Quarters ending as of such date or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided the Consolidated Total Assets of all Subsidiaries that if a are not Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred Subsidiaries exceeds ten percent (10010.00%) of the capital stock Consolidated Total Assets as of such Subsidiary date, all as calculated in accordance with and to the extent permitted by provisions of the terms definition of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement“Material Subsidiary.”

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) The Loan Parties shall cause any Person total assets equal to or greater than 90% of consolidated total assets of the Borrower and its Domestic Subsidiaries (calculated as of the end of the most recent fiscal period for which becomes a Material Subsidiary after the Closing Date to become a party to, and agree financial statements are required to be bound by the terms of, this Agreement and the Security Agreement delivered pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects Section 6.01(a) and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(cb)), (f), y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic Subsidiaries (h), (icalculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (lb)), and (z) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. EBITDA (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by as determined for the Borrower and such Pledgor Subsidiary, Material Subsidiaries based on the definition of Consolidated EBITDA) equal to or greater than 90% of EBITDA of the shares Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Capital Stock or equivalent equity interests in any Person Consolidated EBITDA and calculated for the most recent Reference Period for which becomes a Foreign Subsidiary after the Closing Date financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Domestic Subsidiary which is not a pledge agreement Subsidiary Guarantor (i) has total assets (including Equity Interests in other Subsidiaries) equal to or greater than 5% of consolidated total assets of the form attached hereto Borrower and its Subsidiaries (calculated as Exhibit K executed of the end of the most recent fiscal period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)); (ii) has revenues equal to or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent Reference Period for which financial statements are required to be delivered by pursuant to Section 6.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the definition of Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Consolidated EBITDA and calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the Existing Term Loan Agreements or any other Indebtedness of the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiaryany other Loan Party. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement.

Material Subsidiaries. (a) The Loan Parties In the event that Borrower creates or acquires a domestic Material Subsidiary, Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause any Person which becomes a such Material Subsidiary after (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the Closing Date to become a party tobenefit of each Lender in accordance with its Pro Rata Share), and agree (bb) to be bound by execute and deliver a security agreement, substantially in the terms ofform of the General Security Agreement, this Agreement and granting a security interest in its assets to secure the Security Agreement Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a Joinder Agreement, pledge agreement substantially in the form attached hereto as Exhibit F satisfactory to of the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) Stock Pledge Agreement; and (liii) deliver to be delivered to Administrative Agent (for the Agent concurrently benefit of each Lender in accordance with its Pro Rata Share) the instrument referred to above, modified appropriately to refer to outstanding shares certificates (or other evidence of its equity) evidencing such instrument and such Material Subsidiarypledged ownership interests. (b) The In the event that Borrower shallcreates or acquires a First Tier Foreign Subsidiary, or Borrower shall cause any within ninety (90) days (unless a longer period is agreed to by Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-five percent (65%) of the ownership interests in such foreign Material Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by of the Borrower or such Pledgor Subsidiary to the Agent within ten Stock Pledge Agreement; (10ii) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to Administrative Agent (for the Agent such shares benefit of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement each Lender in accordance with Section 5.29(aits Pro Rata Share) the outstanding shares certificates (or any shares other evidence of capital stock of a Foreign Subsidiary are its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock security interest in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. Concurrently with the creation or acquisition of any Material Subsidiary, (a) The Loan Parties shall cause any Person which becomes a if such Material Subsidiary after the Closing Date to become is a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material domestic Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) cause it to execute and (l) to be delivered deliver to the Administrative Agent concurrently with a supplement to the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after Guaranty Agreement delivered on the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as of Exhibit K executed and delivered by the Borrower or A to such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) Guaranty Agreement and (lii) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. either (cA) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) if such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be is a Subsidiary of a Person who is a pledgor under an existing Pledge and Security Agreement, a supplement substantially in the Borrower as a result form of the Borrower’s transfer or sale of Exhibit A to such Pledge and Security Agreement with respect to one hundred percent (100%) of the ownership interests of such Material Subsidiary and (B) if the owner of the capital stock or other ownership interests in such Material Subsidiary is not such a pledgor, a Pledge and Security Agreement, substantially in the form of Exhibit H, executed by such Person with respect to one hundred percent (100%) of the ownership interest in such Material Subsidiary, (b) if such Material Subsidiary is not a domestic Subsidiary, cause the owner of the capital stock or other ownership interests therein to provide to the Administrative Agent a first priority, perfected security interest in 65% of the issued and outstanding capital stock of such Material Subsidiary which is owned by the pledgor, pursuant to documentation which is in accordance with form and substance reasonably acceptable to the extent permitted by the terms of Section 5.17, the Administrative Agent and (c) regardless of whether such Material Subsidiary is a domestic Subsidiary, cause to be delivered to the Banks agree Administrative Agent such other documents as the Agents or Required Lenders shall reasonably request in connection therewith, including without limitation, officers' certificates, financial statements, opinions of counsel, resolutions, charter documents, certificates of existence and authority to release do business and any other closing certificates and documents described in Section 4.2 and such Subsidiary from stock certificates, stock powers, UCC Financing Statements and notices as the Guaranty Administrative Agent may deem necessary to perfect its Lien thereon. At all times during the term of this Agreement the Borrower and release its Material Subsidiaries shall account for at least 85% of both total assets and total revenues of the shares of capital stock of such Subsidiary from the Pledge AgreementBorrower and its Consolidated Subsidiaries.

Material Subsidiaries. (a) The Loan Parties shall cause any Person Permit, as of the date on which becomes a Material Subsidiary after financial statements with respect to the Closing Date fiscal quarter of AbitibiBowater most-recently ended are delivered (or, if not delivered by such date, on the date required to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement have been delivered) pursuant to a Joinder AgreementSection 9.04(a) or (b) hereof, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), sum of (i) the individual revenues and assets of AbitibiBowater and each Subsidiary of AbitibiBowater that is a Loan Party and (lii) the revenues and assets of each Foreign Subsidiary of AbitibiBowater at least 65% of the voting stock and all of the non-voting Equity Interests of which has been pledged by a U.S. Loan Party as Collateral to be delivered secure the U.S. Secured Obligations and of such Foreign Subsidiary’s Subsidiaries, calculated on a consolidated basis, in each case for or as of the end of the most recent period of four consecutive fiscal quarters in respect of which financial statements have been (or were required to have been) delivered, when taken together, to account for less than 90% of AbitibiBowater’s consolidated revenues (excluding revenues of Excluded Subsidiaries and Joint Venture Subsidiaries) for, or less than 90% of AbitibiBowater’s consolidated assets (excluding assets of Excluded Subsidiaries and Joint Venture Subsidiaries) at the Agent concurrently with the instrument referred to aboveclose of, modified appropriately to refer to such instrument and such Material Subsidiaryperiod of four consecutive fiscal quarters. (b) The Borrower shallPermit on any day in any fiscal quarter of AbitibiBowater, the aggregate amount of cash held by U.S. and Canadian Subsidiaries of AbitibiBowater (other than Excluded Subsidiaries) in deposit accounts (other than Excluded Accounts and other than the Note Collateral Account) that are not subject to Control Agreements to exceed $10,000,000, unless, during the 30-day period after the last day of such fiscal quarter, one or shall cause any more of such U.S. and Canadian Subsidiaries of AbitibiBowater are designated by AbitibiBowater as a Material Subsidiary pursuant to clause (the “Pledgor Subsidiary”c) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant definition thereof and enter into Control Agreements, with respect to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement their deposit accounts referred to above, modified appropriately to refer to so that, if such pledge agreement, Pledgor and Control Agreement has been in effect at all times during such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b)fiscal quarter, such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement$10,000,000 threshold would not have been exceeded on any day.

Material Subsidiaries. (a) The Loan Parties shall cause --------------------- any Person which becomes a Material Subsidiary after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (ln) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or and shall cause any Subsidiary (the “"Pledgor Subsidiary”") to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Material Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (ln) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Material Foreign Subsidiary. (c) Once any Subsidiary becomes a . As used herein, "Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of Foreign Subsidiary" means a Foreign Subsidiary are pledged which accounts for (or in the case of a recently formed or acquired Foreign Subsidiary would so account for on a pro forma historical basis) at least 2% of Consolidated Net Income or has total assets of at least $100,000. The Borrower and the Guarantors acknowledge and agree that the Agent and Banks may at any one time after the Closing Date request the Borrower to obtain (and the Borrower shall deliver to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock within 30 calendar days of such Subsidiary request) a legal opinion in accordance with form and content reasonably satisfactory to Agent from counsel licensed in Canada and Mexico confirming that the extent permitted by Pledge Agreement constitutes a valid, enforceable and perfected first priority security interest in and lien upon the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from Collateral (as defined in the Pledge Agreement) under the applicable laws of Canada and Mexico.

Material Subsidiaries. From and after the date of this Amendment, Subparagraph (a) The of Section 6.13 of the Term Loan Parties Agreement is amended and restated in its entirety as follows: (a) In the event that Borrower creates or acquires a domestic Subsidiary, Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause any Person which becomes such Subsidiary (aa) to execute and deliver a Material Subsidiary after Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the Closing Date to become a party tobenefit of each Lender in accordance with its Pro Rata Share), and agree (bb) to be bound by the terms ofexecute and deliver a security agreement, this Agreement and the Security Agreement pursuant to a Joinder Agreement, substantially in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of Capital Stock or equivalent equity each Lender in accordance with its Pro Rata Share) the ownership interests in any Person which becomes a Foreign such Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed of the Stock Pledge Agreement; and delivered (iii) unless otherwise required by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall Intercreditor Agreement, deliver to Administrative Agent (for the Agent benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such shares pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) assets for all domestic Subsidiaries that are not a Guarantor and (l) party to be delivered to the Agent concurrently with the pledge a security agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. in this subsection (ca) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares exceed 20% of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary total assets of the Borrower and its Subsidiaries as a result of the Borrower’s transfer or sale of one hundred percent (100%) last day of the capital stock most recently ended fiscal quarter of the Borrower for which Borrower has delivered financial statementsand (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the total revenues of the Borrower and its Subsidiaries for the most recently ended period of four (4) consecutive fiscal quarters of the Borrower for which Borrower has delivered financial statementsand the Borrower shall, from time to time, cause such Subsidiary additional domestic Subsidiaries to execute and deliver the documents referred to in accordance this subsection (a) and comply with and the other provisions of this subsection (a) as required to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementcomply with this proviso."

Material Subsidiaries. ▇. ▇▇ the event that Borrower creates or acquires a Domestic Material Subsidiary (or if a then-existing Domestic Subsidiary becomes a Domestic Material Subsidiary), Borrower shall within forty-five (45) days (unless a longer period is agreed to by Bank) (a) The Loan Parties shall cause any Person which becomes a such Domestic Material Subsidiary after the Closing Date (i) to become execute and deliver a party toGuaranty, in favor of Bank, and agree (ii) to be bound by the terms ofexecute and deliver a security agreement, this Agreement and the Security Agreement pursuant to a Joinder Agreement, substantially in the form attached hereto as Exhibit F satisfactory of the Security Agreement, granting a security interest in its assets to secure the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. Guaranty; (b) The pledge to Bank the ownership interests of Borrower shall, or shall cause any in such Domestic Material Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed of the Pledge Agreement; and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once deliver to Bank the outstanding share certificates (if any) (or other evidence of its equity) evidencing such pledged ownership interests. ▇. ▇▇ the event that Borrower or any Domestic Subsidiary creates or acquires, a First Tier Foreign Subsidiary that is a Material Subsidiary (or if a then-existing First Tier Foreign Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(bSubsidiary), then Borrower or such Subsidiary shall within forty-five (including, without limitation, all Initial Guarantors45) thereafter shall remain a party to this Agreement and the shares of capital stock in days after such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: creation or acquisition (i) such Material Subsidiary ceases pledge to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred Bank sixty-five percent (10065%) of the capital stock ownership interests in such First Tier Foreign Subsidiary owned by Borrower or such Domestic Subsidiary pursuant to a Pledge Agreement substantially in the form of Exhibit D hereto; (ii) deliver to Bank the outstanding share certificates (if any) (or other evidence of its equity) evidencing such Subsidiary pledged ownership interests; and (iii) upon Bank’s request take such further actions as are reasonably necessary (including, compliance with any and all foreign law requirements) to perfect Bank’s security interest in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. (a) The Loan Parties shall cause In the event that any Person which becomes a Material Subsidiary of Parent or the Borrower after the Closing Date to become a party toDate, Parent or the Borrower will, and agree to be bound by will cause the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a applicable Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) (1) in the case of any newly formed or acquired Subsidiary, within forty-five (45) days after such Person becomes a Material Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion) or (2) in the case of any Immaterial Subsidiary becoming a Material Subsidiary, within forty-five (45) days after the end of the fiscal quarter in which such Person becomes a Material Subsidiary (or such later date as the Administrative Agent may agree in its sole discretion), to cause such Person to become (A) a Guarantor and “Grantor” or “Debtor”, as applicable, and, if applicable, a “Mortgagor” (or other similar term, each as defined in the relevant Security Document) by (x) executing and delivering to Collateral Agent a counterpart agreement, amendment or supplement to each applicable Security Document in accordance with its terms and (ly) if requested by the Administrative Agent, entering into or amending a Security Document with the Collateral Agent for the benefit of the Secured Parties to create a first priority security interest and Lien in the assets of such Material Subsidiary and providing such other documents with respect to Real Property Rights or other real property Collateral and (B) to the extent not yet or otherwise required by the Security Documents, pledge or cause to be pledged all of the Equity Interests of any such Material Subsidiary (or any other Material Joint Venture) to the Collateral Agent for the benefit of the Secured Parties, together with an appropriate undated transfer power for each certificate duly executed in blank by the registered owner thereof, to be delivered to the Agent concurrently with Collateral Agent, for the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, benefit of the shares Secured Parties, free and clear of Capital Stock or equivalent equity interests in all Liens (other than, with respect to any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement Collateral (other than any Equity Interests), Permitted Liens, and in the form attached hereto as Exhibit K executed and delivered case of the Equity Interests, non-consensual obligations imposed by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares operation of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (flaw) and (lii) take all such actions and execute and deliver, or cause to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor executed and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitationdelivered, all Initial Guarantors) thereafter shall remain a party to this Agreement such documents, instruments, agreements, opinions and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted certificates reasonably requested by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge AgreementMajority Lenders.

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) The Loan Parties shall cause any Person total assets equal to or greater than 90% of consolidated total assets of the Borrower and its Domestic Subsidiaries (calculated as of the end of the most recent fiscal period for which becomes a Material Subsidiary after the Closing Date to become a party to, and agree financial statements are required to be bound by the terms of, this Agreement and the Security Agreement delivered pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects Section 6.01(a) and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(cb)), (f), y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic Subsidiaries (h), (icalculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (lb)), and (z) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. EBITDA (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by as determined for the Borrower and such Pledgor Subsidiary, Material Subsidiaries based on the definition of Consolidated EBITDA) equal to or greater than 90% of EBITDA of the shares Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Capital Stock or equivalent equity interests in any Person Consolidated EBITDA and calculated for the most recent Reference Period for which becomes a Foreign Subsidiary after the Closing Date financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Domestic Subsidiary which is not a pledge agreement Subsidiary Guarantor (i) has total assets (including Equity Interests in other Subsidiaries) equal to or greater than 5% of consolidated total assets of the form attached hereto Borrower and its Subsidiaries (calculated as Exhibit K executed of the end of the most recent fiscal period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)); (ii) has revenues equal to or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent Reference Period for which financial statements are required to be delivered by pursuant to Section 6.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Domestic Subsidiary based on the definition of Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Consolidated EBITDA and calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the Existing Revolver Credit Agreement, the 2008 Term Loan Agreement or any other Indebtedness of the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiaryany other Loan Party. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement.

Material Subsidiaries. (a) The Loan Parties shall cause any Person which becomes a Material Subsidiary after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “"Pledgor Subsidiary”") to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s 's transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement.

Material Subsidiaries. (a) The Loan Parties shall cause In the event that Borrower or any Person which becomes a Material Domestic Subsidiary after creates or acquires (including, for the Closing Date to become a party toavoidance of doubt, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder AgreementPermitted Merger) a domestic Material Subsidiary, Borrower or such Domestic Subsidiary shall within forty-five (45) days -40- (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Lender, in favor of Lender, and (bb) to execute and deliver a security agreement, substantially in the form attached hereto as Exhibit F satisfactory of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Lender the ownership interests of Borrower or such Domestic Subsidiary in such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the Agent extent such equity interest are certificated (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all respects Domestic Subsidiaries that are not Guarantors and executed parties to a security agreement referred to in this subsection (a) exceed 20% of the total assets of Borrower and its Subsidiaries as of the last day of the most recent fiscal year of Borrower for which Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all Domestic Subsidiaries that are not Guarantors and parties to a security agreement exceed 20% of the Agent within ten total revenues of Borrower and its Subsidiaries for the most recent fiscal year of Borrower for which Borrower has delivered audited financial statements and Borrower or such Domestic Subsidiary shall, from time to time, cause such additional Domestic Subsidiaries to execute and deliver the documents referred to in this subsection (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (ia) and (l) to be delivered to the Agent concurrently comply with the instrument referred other provisions of this subsection (a) as required to above, modified appropriately to refer to such instrument and such Material Subsidiarycomply with this proviso. (b) The In the event that Borrower shall, or shall cause any Subsidiary creates or acquires (including, for the “Pledgor avoidance of doubt, pursuant to a Permitted Merger) a First Tier Foreign Subsidiary”, then Borrower or such Subsidiary shall within ninety (90) to, days (unless a longer period is agreed to by Lender) (i) pledge to Lender sixty-five percent (65%) of the lesser of 65% or the entire interest ownership interests in such foreign Material Subsidiary owned by the Borrower and or such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by of the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material SubsidiaryStock Pledge Agreement; or (ii) deliver to Lender the outstanding shares certificates (or other evidence of its equity) evidencing such Foreign Subsidiary ceases pledged ownership interests; and (iii) take such further actions as Lender requests to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of perfect the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of security interest in such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. In the event any Person is or becomes a direct or indirect Material Subsidiary of any Loan Party, the Borrower shall notify each Agent of each such event or transaction concurrently with the delivery of the deliverables for the Closing Date and with each Compliance Certificate. Each Material Subsidiary of a Loan Party shall within forty-five (45) days after becoming a Material Subsidiary (or such later date as may be agreed by the Administrative Agent, acting at the direction of the Required Lenders): (a) The Loan Parties shall cause any Person which becomes a Material Subsidiary after the Closing Date to become (if not already a party tothereto) a party to the Entity Guaranty, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreementand any other Security Document requested by the Collateral Agent, in the form attached hereto as Exhibit F a manner reasonably satisfactory to the Agent in all respects and executed and delivered to Collateral Agent, acting at the Agent within ten (10) Domestic Business Days after direction of the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary.Required Lenders; (b) The Borrower shallpursuant to, and to the extent required by, the Security Agreement (taking into account any thresholds, carve-outs or other limitations set forth therein), pledge (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent for the benefit of the Lenders (i) all of the outstanding Equity Interests owned directly by such Material Subsidiary, along with undated stock or other powers for such certificates, executed in blank (or, if any such Equity Interests are uncertificated, or shall cause if any Subsidiary (such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary, confirmation and evidence satisfactory to the “Pledgor Subsidiary”) to, pledge Collateral Agent and the lesser of 65% or Required Lenders that the entire security interest owned in such uncertificated securities has been pledged to and perfected by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement Lender in accordance with Section 5.29(a) the UCC, PPSA or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(bsimilar law which may be applicable), and (ii) all notes evidencing intercompany Indebtedness in favor of such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the AgentMaterial Subsidiary, as the case may be, even if: in accordance with the terms of the Security Documents; (c) deliver to the Collateral Agent copies of (i) UCC, PPSA or similar search reports for the applicable jurisdiction, federal, provincial, state or other tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (but prior to) the date such Person becomes an Entity Guarantor and a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as the debtor, and pending litigation and bankruptcies against such Person, and which are filed or pending, as applicable, in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (none of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, industrial designs, trademarks or copyrights form a part of the Collateral being granted by such Person; (d) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such other in form and substance satisfactory to the Collateral Agent and the Required Lenders, such UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent as the secured party, and filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to perfect the first priority security interest of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement, and (ii) appropriate trademark, copyright and patent security agreements or supplements to be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) a pledge from any Loan Party that is the direct parent of such Material Subsidiary ceases of its Equity Interests in such Material Subsidiary in favor of the Lender pursuant to be the Security Agreement (or a reaffirmation of such pledge if such direct parent is already a party to the Security Agreement), together with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) any other Security Documents reasonably requested by the Collateral Agent at the direction of the Required Lenders in respect of such Loan Party’s pledge of its Equity Interests in such Material Subsidiary in favor of the Collateral Agent for the benefit of the Secured Parties, in each case, in form and substance reasonably satisfactory to the Collateral Agent and the Required Lenders. (f) In the event that the Parent or any of its Subsidiaries completes an acquisition or a disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary; or , then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for the purpose of calculating Consolidated Total Revenue, (ii) on the last date of such Foreign period for the purpose of calculating Consolidated Total Assets and (iii) as if the same had occurred at the beginning of such period for the purpose of determining whether such Person contributed at least seven and one-half percent (7.5%) of Consolidated EBITDA for any four Fiscal Quarter period (calculated after giving effect to this clause (f)). (g) The foregoing shall be accompanied with other documentary evidence, reasonably requested by the Administrative Agent acting at the direction of the Required Lenders, in a form reasonably satisfactory to the Administrative Agent and the Required Lenders, that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Material Subsidiary ceases authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.7. (h) The Borrower may cause Subsidiaries of the Parent that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in this Section 7.15 applicable to a Foreign Material Subsidiary; provided that if , and such Subsidiary shall become a Loan Party effective upon the completion of such documents and instruments. (i) For the avoidance of doubt, to the extent any Subsidiary is required under Section 7.12 to put in place a Mortgage in favor of the Collateral Agent on any Material Real Property, such Subsidiary will constitute a Material Subsidiary or Foreign Subsidiary ceases and shall comply with the requirements of this Section 7.15. (j) Notwithstanding any other term of the Loan Documents, the provisions of Section 7.12 and this Section 7.15 and the provisions of the Loan Documents with respect to be Collateral and the obligation of a Subsidiary to provide a Subsidiary Guaranty need not be satisfied (A) with respect to any Subsidiary acquired after the Closing Date, to the extent that a pledge, security interest or Guarantee by such Subsidiary (or in the Equity Interests issued by such Subsidiary) is prohibited or restricted by applicable Law, rule, order, decree or regulation or any agreement with any Governmental Authority or third party or which would require governmental (including regulatory) or third party consent, approval, license or authorization to provide such security interest (after giving effect to the applicable anti-assignment provisions of the Borrower UCC, as applicable) or Guarantee (with no requirement to obtain the consent of any Governmental Authority or third party) or (B) with respect to a result Subsidiary that incurs Acquired Real Property Indebtedness or Owned Real Property Indebtedness, and upon the request of the Borrower’s transfer or sale of one hundred Parent the Administrative Agent shall promptly release such Person from its obligations under the Loan Documents (including such obligations entered into pursuant to this Section 7.15) in accordance with Section 11.9. For clarity, Section 7.15(j)(A) shall not apply at any time that, and for so long as (i) the aggregate amount contributed to Consolidated Total Revenue by all Subsidiaries that are not Material Subsidiaries exceeds seven and one-half percent (1007.50%) of Consolidated Total Revenue for the capital stock period of four consecutive Fiscal Quarters ending as of such Subsidiary date, (ii) the Consolidated Total Assets of all Subsidiaries that are not Material Subsidiaries exceeds seven and one-half percent (7.50%) of Consolidated Total Assets as of such date, or (iii) the aggregate amount contributed to Consolidated EBITDA by all Subsidiaries that are not Material Subsidiaries exceeds seven and one-half percent (7.50%) of Consolidated EBITDA for any four Fiscal Quarter period, all as calculated in accordance with and the provisions of the definition of “Material Subsidiary.” (k) Notwithstanding anything to the extent permitted contrary in this Agreement, from time to time the Borrower may cause Variable Interest Entities to be Loan Parties for the purposes of this Agreement by causing such Variable Interest Entity to execute and deliver each of the terms of documents and instruments set forth in Section 5.177.15(a) to (d) and (g) applicable to a Material Subsidiary, mutatis mutandis, and such Variable Interest Entity shall become a Loan Party effective upon the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock completion of such Subsidiary from the Pledge Agreementdocuments and instruments.

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) The Loan Parties shall cause any Person total assets equal to or greater than 90% of consolidated total assets of the Borrower and its Domestic Subsidiaries (calculated as of the end of the most recent fiscal period for which becomes a Material Subsidiary after the Closing Date to become a party to, and agree financial statements are required to be bound by the terms of, this Agreement and the Security Agreement delivered pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects Section 5.01(a) and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(cb)), (f), y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic Subsidiaries (h), calculated for the most recent rolling four (i4) quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (lb)), and (z) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. EBITDA (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by as determined for the Borrower and such Pledgor Subsidiary, Material Subsidiaries based on the definition of EBITDA) equal to or greater than 90% of EBITDA of the shares of Capital Stock or equivalent Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition EBITDA and calculated for the most recent rolling four (4) quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)). No Domestic Subsidiary which is not a Subsidiary Guarantor (i) has total assets (including equity interests in any Person other Subsidiaries) equal to or greater than 5% of consolidated total assets of the Borrower and its Subsidiaries (calculated as of the end of the most recent fiscal period for which becomes a Foreign Subsidiary after the Closing Date financial statements are required to be delivered pursuant to Section 5.01(a) and (b)); (ii) has revenues equal to or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent rolling four (4) quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the definition of EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of EBITDA and calculated for the most recent rolling four (4) quarter period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)). No Subsidiary that is not a pledge agreement in Subsidiary Guarantor has guaranteed any Indebtedness under the form attached hereto as Exhibit K executed and delivered by 2011 Term Loan Agreement, the Revolver Facility or any other Indebtedness of the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiaryany other Loan Party. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement.”

Material Subsidiaries. (ai) The Loan Parties Borrower shall cause any Person which becomes (x) upon the direct or indirect formation or acquisition by the Parent of a Material Subsidiary after or (y) from time to time, designate such Material Subsidiaries as it shall determine as Material Subsidiaries and shall notify the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Administrative Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which that such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes has become a Material Subsidiary and therefore becomes a party furnish the Administrative Agent with the name, date and jurisdiction of formation, description of business and principal place of business address of each Material Subsidiary and shall cause each Material Subsidiary to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged provide to the Administrative Agent for the benefit of the Lenders, within 30 days (or such later date as the Administrative Agent may agree to, acting reasonably) of it becoming a Material Subsidiary, the following: (A) an unconditional guarantee of the obligations of the Credit Parties by such Subsidiary in accordance with Section 5.29(ba form substantially similar to the guarantees delivered by the Credit Parties on the Tranche A Closing Date; (B) such Security Documents and other documents (including financing statements, notices of security, consents, approvals, acknowledgements, undertakings, subordinations, discharges, waivers, directions, negotiable documents of title and other documents and instruments), and registrations with respect thereto, as the Administrative Agent determines, acting reasonably, are necessary or desirable in order to create a first priority perfected Lien (subject only to Permitted Liens which rank by law in priority or Permitted Liens which are subject to the Intercreditor Agreement) in all Assets of such Subsidiary and all Equity Securities in the capital of such Subsidiary (including, without limitationto the extent such Equity Securities are certificated, all Initial Guarantors) thereafter shall remain a party delivery to this the Revolving Lender or the Administrative Agent of certificates evidencing Equity Securities along with appropriate stock powers of attorney in respect of any such Equity Securities pursuant to the Intercreditor Agreement and the shares of capital stock Security Documents); and (C) such corporate resolutions, certificates, legal opinions and such other documents and registrations as may be reasonably required by the Administrative Agent; all such deliveries to be in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject form and substance satisfactory to the pledge to the Administrative Agent, as the case may beacting reasonably, even if: with sufficient copies for each Lender. (iii) such The Borrower shall be entitled to request that a Material Subsidiary ceases to which is, or has been designated, a Material Subsidiary no longer be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary . Upon providing an officer’s certificate of the Borrower confirming that no Default or Event of Default has occurred and is continuing (excluding, for certainty, any Default or Event of Default which would no longer exist as a result of such redesignation) and no Default or Event of Default would result from giving effect to such request and the Borrower’s transfer Administrative Agent determining that no Default or sale Event of Default would result from giving effect to such request, the Administrative Agent shall confirm in writing the redesignation of such Material Subsidiary as a Non-Material Subsidiary and shall cancel, release and, if applicable, return the Security granted by such Subsidiary. (iii) If a Subsidiary becomes a Material Subsidiary, the Borrower shall ensure at all times that it beneficially owns either directly or indirectly through one hundred percent (100%) or more Material Subsidiaries, all of the issued and outstanding shares, partnership interests or other economic and voting interests in the capital stock of each such Material Subsidiary. Notwithstanding anything herein contained, any Material Subsidiary in accordance with of the Parent incorporated, existing or formed outside of Canada or the United Kingdom will not be required to provide a Guarantee or Security hereunder and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge further is not considered a Credit Party under this Agreement.

Material Subsidiaries. Promptly (a) The Loan Parties shall cause and in any Person which becomes a Material Subsidiary after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent event within ten (10) Domestic Business Days after after) the day on which (i) creation or direct or indirect acquisition of any new Material Subsidiary or (ii) delivery of financial statements under Section 6.1 that indicate that a Subsidiary of the Parent (not another Borrower) not at such Person became time a Guarantor is a Material Subsidiary. The Borrower , the Borrowers shall also cause do the items specified in Section 3.01(c), following: (f), (h), (ia) Cause such new Material Subsidiary to execute and (l) to be delivered deliver to the Administrative Agent concurrently with the instrument referred Guaranty or a joinder thereto, pursuant to above, modified appropriately to refer to which such instrument new Material Subsidiary shall become a guarantor thereunder and such Material Subsidiary.shall guarantee the payment in full of the Obligations of the Borrowers under this Agreement and the other Credit Documents; (b) The Borrower shallDeliver to the Administrative Agent: (i) a written legal opinion of counsel to such Subsidiary addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, which shall cover such matters relating to such Subsidiary and the creation or shall cause any Subsidiary (acquisition thereof incident to the “Pledgor Subsidiary”) to, pledge transactions contemplated by this Agreement and this Section 6.8 and the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement other Credit Documents as set forth in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares legal opinion of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be counsel delivered to the Administrative Agent concurrently and the Lenders on the Closing Date; (ii) (A) a copy of the certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is acceptable to the Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary, (B) a copy of the bylaws or similar organizational document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is acceptable to the Administrative Agent by the corporate secretary or assistant secretary of such Subsidiary, (C) a certificate of good standing for such Subsidiary issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions of the board of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Sections 6.8(a), certified on behalf of such Subsidiary by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) a certificate of the secretary or an assistant secretary of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 6.8(a); provided that, with the pledge agreement referred respect to above, modified appropriately to refer to such pledge agreement, Pledgor and such any Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject will not be required to become a Guarantor if doing so would cause any materially adverse tax consequences to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge AgreementBorrowers.

Material Subsidiaries. In the event any Person is or becomes a direct or indirect Material Subsidiary of any Loan Party, the Borrower shall notify each Agent of each such event or transaction concurrently with the delivery of the deliverables for the Closing Date and with each Compliance Certificate. Each Material Subsidiary of a Loan Party shall within thirty (30) days after becoming a Material Subsidiary (or such later date as may be agreed by the Administrative Agent in its sole and absolute discretion): (a) The Loan Parties shall cause any Person which becomes a Material Subsidiary after the Closing Date to become (if not already a party tothereto) a party to the Entity Guaranty, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreementand any other Security Document requested by the Collateral Agent, in the form attached hereto as Exhibit F a manner reasonably satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary.Collateral Agent; (b) The Borrower shallpursuant to, and to the extent required by, the Security Agreement (taking into account any thresholds, carve-outs or other limitations set forth therein), pledge (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent for the benefit of the Lenders (i) all of the outstanding Equity Interests owned directly by such Material Subsidiary, along with undated stock or other powers for such certificates, executed in blank (or, if any such Equity Interests are uncertificated, or shall cause if any Subsidiary (such certificates cannot be located after reasonable efforts exercised by such Material Subsidiary, confirmation and evidence satisfactory to the “Pledgor Subsidiary”) to, pledge Collateral Agent that the lesser of 65% or the entire security interest owned in such uncertificated securities has been pledged to and perfected by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement Lender in accordance with Section 5.29(a) the UCC, PPSA or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(bsimilar law which may be applicable), and (ii) all notes evidencing intercompany Indebtedness in favor of such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the AgentMaterial Subsidiary, as the case may be, even if: in accordance with the terms of the Security Documents; (c) deliver to the Collateral Agent copies of (i) UCC, PPSA or similar search reports for the applicable jurisdiction, federal, provincial, state or other tax Liens, judgment, litigation and bankruptcy reports dated a date reasonably near (but prior to) the date such Person becomes an Entity Guarantor and a party to the Security Agreement, listing all effective UCC, PPSA or similar financing statements, federal, provincial, state or other tax Liens, and judgment Liens which name such Person, as the debtor, and pending litigation and bankruptcies against such Person, and which are filed or pending, as applicable, in each jurisdiction in which UCC, PPSA or similar filings are to be made pursuant to this Agreement or the other Loan Documents and any other appropriate jurisdictions, together with copies of such financing statements (none of which (other than Permitted Liens) shall cover any of the Collateral), and (ii) search results from the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent any patents, trademarks or copyrights form a part of the Collateral being granted by such Person; (d) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) acknowledgment copies or confirmation statements of properly filed UCC or PPSA financing statements or such other in form and substance satisfactory to the Collateral Agent, such UCC or PPSA financing statements naming such Person as the debtor and the Collateral Agent as the secured party, and filed under the UCC or PPSA as adopted in all applicable jurisdictions as may be necessary or appropriate to perfect the first priority security interest of the Collateral Agent pursuant to the Security Agreement, and (ii) appropriate trademark, copyright and patent security agreements or supplements to be filed with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office to the extent relevant; and (e) deliver (subject to Permitted Liens, to the extent the Indebtedness secured by such Permitted Liens constitutes First-Lien Indebtedness) to the Collateral Agent (i) a pledge from any Loan Party that is the direct parent of such Material Subsidiary ceases of its Equity Interests in such Material Subsidiary in favor of the Lender pursuant to be the Security Agreement (or a reaffirmation of such pledge if such direct parent is already a party to the Security Agreement), together with updated schedules to the Security Agreement setting forth such Loan Party’s Equity Interests in such Material Subsidiary, and (ii) any other Security Documents reasonably requested by the Collateral Agent in respect of such Loan Party’s pledge of its Equity Interests in such Material Subsidiary in favor of the Collateral Agent, in each case, in form and substance reasonably satisfactory to the Collateral Agent. (f) In the event that the Parent or any of its Subsidiaries completes an acquisition or a disposition subsequent to the commencement of the four consecutive Fiscal Quarter period specified in the definition of “Material Subsidiary” and on or prior to the date on which the transaction occurred that led to a determination of whether a Person became a Material Subsidiary; , then the determination of whether such Person is a Material Subsidiary will be made giving pro forma effect to such acquisitions and dispositions (i) as if the same had occurred at the beginning of such period for the purpose of calculating Consolidated Total Revenue and (ii) on the last date of such period for the purpose of calculating Consolidated Total Assets. (g) The foregoing shall be accompanied with other documentary evidence, reasonably requested by the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent, that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Material Subsidiary authorizing the relevant transactions, copies of such Material Subsidiary’s organizational documents, incumbency certificates of such Material Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.7. (h) The Borrower may cause Subsidiaries of the Parent that are not Material Subsidiaries to be Loan Parties for the purposes of this Agreement by causing such Subsidiary to execute and deliver each of the documents and instruments set forth in this Section 7.15 applicable to a Material Subsidiary, and such Subsidiary shall become a Loan Party effective upon the completion of such documents and instruments. (i) For the avoidance of doubt, to the extent any Subsidiary is required under Section 7.12 to put in place a Mortgage in favor of the Collateral Agent on any Material Real Property, such Subsidiary will constitute a Material Subsidiary and shall comply with the requirements of this Section 7.15. (j) Notwithstanding any other term of the Loan Documents, the provisions of Section 7.12 and this Section 7.15 and the provisions of the Loan Documents with respect to Collateral and the obligation of a Subsidiary to provide a Subsidiary Guaranty need not be satisfied with respect to any Subsidiary acquired after the Closing Date to the extent that a pledge, security interest or Guarantee by such Subsidiary (or in the Equity Interests issued by such Subsidiary) is prohibited or restricted by applicable Law, rule, order, decree or regulation or any agreement with any Governmental Authority or third party or which would require governmental (including regulatory) or third party consent, approval, license or authorization to provide such security interest (after giving effect to the applicable anti-assignment provisions of the UCC, as applicable) or Guarantee (with no requirement to obtain the consent of any Governmental Authority or third party). For clarity, this Section 7.15(j) shall not apply at any time that, and for so long as (i) the aggregate amount contributed to Consolidated Total Revenue by all Subsidiaries that are not Material Subsidiaries exceeds ten percent (10.00%) of Consolidated Total Revenue for the period of four consecutive Fiscal Quarters ending as of such date or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided the Consolidated Total Assets of all Subsidiaries that if a are not Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred Subsidiaries exceeds ten percent (10010.00%) of the capital stock Consolidated Total Assets as of such Subsidiary date, all as calculated in accordance with and to the extent permitted by provisions of the terms definition of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement“Material Subsidiary.”

Material Subsidiaries. Promptly (a) The Loan Parties shall cause and in any Person which becomes a Material Subsidiary after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent event within ten (10) Domestic Business Days after after) the day on which (i) creation or direct or indirect acquisition of any new Material Subsidiary or (ii) delivery of financial statements under Section 6.1 that indicate that a Subsidiary of the Parent (not another Borrower) not at such Person became time a Guarantor is a Material Subsidiary. The Borrower , the Borrowers shall also cause do the items specified in Section 3.01(c), following: (f), (h), (ia) Cause such new Material Subsidiary to execute and (l) to be delivered deliver to the Administrative Agent concurrently with the instrument referred Guaranty or a joinder thereto, pursuant to above, modified appropriately to refer to which such instrument new Material Subsidiary shall become a guarantor thereunder and such Material Subsidiary.shall guarantee the payment in full of the Obligations of the Borrowers under this Agreement and the other Credit Documents; (b) The Borrower shallDeliver to the Administrative Agent: (i) a written legal opinion of counsel to such Subsidiary addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, which shall cover such matters relating to such Subsidiary and the creation or shall cause any Subsidiary (acquisition thereof incident to the “Pledgor Subsidiary”) to, pledge transactions contemplated by this Agreement and this Section 6.8 and the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement other Credit Documents as set forth in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares legal opinion of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be counsel delivered to the Administrative Agent concurrently and the Lenders on the Closing Date; (ii) (A) a copy of the certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is acceptable to the Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary, (B) a copy of the bylaws or similar organizational document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is acceptable to the Administrative Agent by the corporate secretary or assistant secretary of such Subsidiary, (C) an original certificate of good standing for such Subsidiary issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions of the board of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Sections 6.8(a), certified on behalf of such Subsidiary by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) a certificate of the secretary or an assistant secretary of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 6.8(a); provided that, with the pledge agreement referred respect to above, modified appropriately to refer to such pledge agreement, Pledgor and such any Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject will not be required to become a Guarantor if doing so would cause any materially adverse tax consequences to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge AgreementBorrowers.

Material Subsidiaries. Promptly (and in any event within ten (10) Business Days after) the (i) creation or direct or indirect Acquisition of any new Material Subsidiary or (ii) delivery of financial statements under Section 6.1 that indicate that a Subsidiary of the Parent (not another Borrower) not at such time a Guarantor is a Material Subsidiary, the Borrowers shall do the following: (a) The Loan Parties shall cause any Person which becomes a Cause such new Material Subsidiary after to execute and deliver to the Closing Date Administrative Agent (i) a joinder to the Guaranty, pursuant to which such new Material Subsidiary shall become a party to, guarantor thereunder and agree to be bound by shall guarantee the terms of, payment in full of the Obligations of the Borrowers under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement pursuant to which such new Material Subsidiary shall become a Joinder Agreementparty thereto and shall grant to the Administrative Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral for its obligations under the Guaranty, subject only to Permitted Liens, and the Parent will, or will cause the parent Subsidiary that owns the Capital Stock of such new Subsidiary to, execute and deliver to the Administrative Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of such new Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such Capital Stock and undated stock powers duly executed in blank; (b) Deliver to the Administrative Agent: (i) a written legal opinion of counsel to such Subsidiary addressed to the Administrative Agent and the Lenders, in the form attached hereto as Exhibit F and substance reasonably satisfactory to the Administrative Agent and its counsel, which shall cover such matters relating to such Subsidiary and the creation or acquisition thereof incident to the transactions contemplated by this Agreement and this Section 6.8 and the other Credit Documents as set forth in all respects and executed and the legal opinion of counsel delivered to the Administrative Agent within ten and the Lenders on the Closing Date; (10ii) Domestic Business Days after (A) a copy of the day certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is acceptable to the Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary, (B) a copy of the bylaws or similar organizational document of such Subsidiary, certified on behalf of such Subsidiary as of a date that is acceptable to the Administrative Agent by the corporate secretary or assistant secretary of such Subsidiary, (C) a certificate of good standing for such Subsidiary issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies of the resolutions of the board of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Sections 6.8(a), certified on behalf of such Subsidiary by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent; (iii) a report of Uniform Commercial Code financing statement, tax and judgment lien searches performed against such Subsidiary in each jurisdiction in which such Person became Subsidiary is incorporated or organized, which report shall show no Liens on its assets (other than Permitted Liens); and (iv) a Material certificate of the secretary or an assistant secretary of such Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Sections 6.8(a); (c) As promptly as reasonably possible, the Parent and its Subsidiaries will deliver any such other documents, certificates and opinions, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or the Required Lenders may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Collateral being pledged pursuant to the documents described above; and (d) Notwithstanding the foregoing provisions of this Section 6.8, with respect to any Foreign Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) the Capital Stock of such Foreign Subsidiary will not be required to be delivered pledged to the Agent concurrently with extent (but only to the instrument referred to above, modified appropriately to refer to extent) that (y) such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to is a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged or (z) such pledge exceeds 65% of the voting Capital Stock of such Foreign Subsidiary, unless and to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and extent that the shares pledge of capital stock in greater than 65% of the voting Capital Stock of such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject would not cause any materially adverse tax consequences to the pledge to the AgentBorrower, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or and (ii) such Foreign Subsidiary ceases will not be required to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be become a Subsidiary of the Borrower as a result of the Guarantor if doing so would cause any materially adverse tax consequences to any Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement.

Material Subsidiaries. The Company shall designate Subsidiaries to be Material Subsidiaries such that, at all times, (a) The Loan Parties the Property of the Company and its Material Subsidiaries shall cause any Person which becomes be at least eighty percent (80%) of the aggregate Property of the Company and its Subsidiaries on a consolidated basis, (b) the revenue of the Company and its Material Subsidiaries for the most recent four fiscal quarters shall be at least eighty percent (80%) of the Consolidated Revenue for such four fiscal quarters and (c) the net income of the Company and its Material Subsidiaries for the most recent four fiscal quarters shall be at least eighty percent (80%) of the Consolidated Net Income for such four fiscal quarters; provided that no Foreign Subsidiary shall be designated a Material Subsidiary after if it is possible to satisfy the Closing Date to become requirements of this Section 6.2 by designating Domestic Subsidiaries as Material Subsidiaries; and provided further, that once a party to, and agree to be bound by Subsidiary is designated as a Material Subsidiary it shall remain a Material Subsidiary unless such Material Subsidiary is the terms of, this Agreement and the Security Agreement subject of a disposition permitted pursuant to a Joinder Agreement, in the form attached hereto Section 6.15. The Company shall update Schedule 5.8 from time to time as Exhibit F satisfactory necessary to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became include any Subsidiary designated as a Material SubsidiarySubsidiary pursuant to this Section 6.2. The Borrower Upon the initial designation of a Subsidiary as a Material Subsidiary on an update to Schedule 5.8, the Company shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to if such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor is a Domestic Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or cause such Pledgor Domestic Subsidiary to execute, by joinder, the Agent Guaranty within ten thirty (1030) Domestic Business Days after the day on which days of such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; designation or (ii) if such Subsidiary is a Foreign Subsidiary, cause such Foreign Subsidiary ceases to be become a Foreign Subsidiary; provided that if a Material Pledged Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent within ninety (100%90) of the capital stock days of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementdesignation.

Material Subsidiaries. (a) The Loan Parties shall cause any Person which becomes a Cause each Domestic Material Subsidiary created, acquired or arising after the Closing Date to (including Domestic Subsidiaries existing as of the Closing Date which become a party toDomestic Material Subsidiaries after the Closing Date, and agree to be bound by the terms of, this Agreement and the Security Agreement whether pursuant to subsection (c) below, the consummation of a Joinder AgreementPurchase or otherwise) to execute and deliver a Guaranty within 30 days after each such Domestic Material Subsidiary is acquired, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) created or otherwise becomes a Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause , together with such other certificates, documents, instruments and opinions as the items specified Lender may request in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiaryconnection therewith. (b) The Borrower shall, or shall cause any Subsidiary Cause (the “Pledgor Subsidiary”i) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Voting Stock or equivalent equity interests in any Person which becomes a issued by each First Tier Foreign Subsidiary created, acquired or arising after the Closing Date (including Foreign Subsidiaries existing as of the Closing Date which become First Tier Foreign Subsidiaries after the Closing Date, whether pursuant to subsection (c) below, the consummation of a Purchase or otherwise) to be pledged to the Lender pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower Pledge Agreement within 30 days after each such First Tier Foreign Subsidiary is created, acquired or such otherwise arises, (ii) each Pledgor that pledges Voting Stock of a First Tier Foreign Subsidiary to the Agent within ten Lender pursuant to this subsection (10) Domestic Business Days after the day on which such Person became a b), and each First Tier Foreign Subsidiary and shall deliver who has issued Voting Stock that is pledged to the Agent Lender pursuant to this subsection (b), to execute and deliver all such shares agreements, assignments, instruments and documents and do all such other things as the Lender in its discretion may deem necessary or appropriate to establish, preserve, protect and enforce a first priority perfected lien and security interest of capital stock together with stock powers executed the Lender in blanksuch Voting Stock. The Borrower If at any time and for any reason (including as a result of any First Tier Foreign Subsidiary's issuance of additional Voting Stock) the Voting Stock of any First Tier Foreign Subsidiary pledged to the Lender under any Pledge Agreement shall also constitute less than 65% of the Voting Stock of such First Tier Foreign Subsidiary then issued and outstanding, then the Company shall cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, applicable Pledgor and such First Tier Foreign SubsidiarySubsidiary to execute and deliver all such agreements, assignments, instruments and documents and do all such other things as the Lender in its discretion may deem necessary or appropriate to ensure that 65% (but no more than 65%) of the Voting Stock of such First Tier Foreign Subsidiary then issued and outstanding is pledged to the Lender pursuant to such Pledge Agreement, as more specifically described in such Pledge Agreement. (c) Once If at any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: time (i) the book value of all assets owned by all Borrowers, all First Tier Foreign Subsidiaries and all Guarantors in the aggregate (as measured as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(b) or 4.01(a)(viii)) (the "Credit Support Assets") is less than an amount equal to 90% of the consolidated total assets of the Company and its Subsidiaries, taken as a whole, at such Material Subsidiary ceases time (as measured as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to be a Material Subsidiary; Section 6.01(b) or 4.01(a)(viii)), or (ii) the aggregate amount of revenue having been generated by all Borrowers, all First Tier Foreign Subsidiaries and all Guarantors at such Foreign Subsidiary ceases time (determined with respect to be a Foreign Subsidiary; provided that if a Material Subsidiary the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01(a) or Foreign Subsidiary ceases 4.01(a)(viii)) ("Credit Support Revenue") is less than an amount equal to be a Subsidiary 80% of the Borrower revenue having been generated by the Company and its consolidated Subsidiaries during the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to Sections 6.01(a) or 4.01(a)(viii); then the Company shall, in each case and with the Lender's prior approval, promptly designate one or more Subsidiaries as additional Material Subsidiaries, such that, after giving effect to all such designations, (x) the amount of the Credit Support Assets then existing equals or exceeds an amount equal to 90% of the total assets of the Company and its consolidated Subsidiaries, taken as a whole, at such time (as measured as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(b) or 4.01(a)(viii)) and (y) the amount of Credit Support Revenue having been generated at such time equals or exceeds an amount equal to 80% of the revenue having been generated by the Company and its consolidated Subsidiaries during the most recently completed four fiscal quarter period for which financial statements have been delivered pursuant to Sections 6.01(a) or 4.01(a)(viii). (d) If as a result of any transaction otherwise permitted hereunder, any First Tier Foreign Subsidiary 65% of whose Voting Stock has been pledged to the Borrower’s transfer or sale Lender at any time becomes a Subsidiary of one hundred percent another First Tier Foreign Subsidiary (100%a "replacement First Tier Foreign Subsidiary"), then the Lender shall release its security interest in the pledged Voting Stock of such Subsidiary; provided, however, that the Lender shall have no obligation to grant such a release unless (i) the Voting Stock of the capital stock of such replacement First Tier Foreign Subsidiary has been pledged to the Lender in accordance with the provisions of this Section 6.13 and to the extent permitted by the terms any other applicable Loan Document, and (ii) there then exists no Event of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge AgreementDefault.

Material Subsidiaries. (a) The Loan Parties shall cause any Person Permit, as of the date on which becomes a Material Subsidiary after financial statements with respect to the Closing Date fiscal quarter of AbitibiBowater most-recently ended are delivered (or, if not delivered by such date, on the date required to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement have been delivered) pursuant to a Joinder AgreementSection 9.04(a) or (b) hereof, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), sum of (i) the individual revenues and assets of AbitibiBowater and each Subsidiary of AbitibiBowater that is a Loan Party and (lii) the revenues and assets of each Foreign Subsidiary of AbitibiBowater at least 65% of the voting stock and all of the non-voting Equity Interests of which has been pledged by a U.S. Loan Party as Collateral to be delivered secure the U.S. Secured Obligations and of such Foreign Subsidiary’s Subsidiaries, calculated on a consolidated basis, in each case for or as of the end of the most recent period of four consecutive fiscal quarters in respect of which financial statements have been (or were required to have been) delivered, when taken together, to account for less than 90% of AbitibiBowater’s consolidated revenues (excluding revenues of Excluded Subsidiaries and Joint Venture Subsidiaries) for, or less than 90% of AbitibiBowater’s consolidated assets (excluding assets of Excluded Subsidiaries and Joint Venture Subsidiaries) at the Agent concurrently with the instrument referred to aboveclose of, modified appropriately to refer to such instrument and such Material Subsidiaryperiod of four consecutive fiscal quarters.[Reserved]. (b) The Borrower shallPermit on any day in any fiscal quarter of AbitibiBowaterResolute, the aggregate amount of cash held by U.S. and Canadian Subsidiaries of AbitibiBowaterResolute (other than Excluded Subsidiaries) or shall cause any English Subsidiary of Resolute that is a Guarantor hereunder in deposit accounts (other than Excluded Accounts, the “Pledgor Subsidiary”Note Collateral Account, the CIBC Cash Collateral Account and the Specified Collection Accounts) tothat are not subject to Control Agreements to exceed $10,000,000, pledge unless, in the lesser case of 65% any U.S. or Canadian Subsidiary of Resolute, during the entire interest owned 30-day period after the last day of such fiscal quarter, one or more of such U.S. and Canadian Subsidiaries of AbitibiBowaterResolute are designated by the Borrower and such Pledgor Subsidiary, AbitibiBowaterResolute as a Material Subsidiary pursuant to clause (c) of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant definition thereof and enter into Control Agreements, with respect to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement their deposit accounts referred to above, modified appropriately to refer to so that, if such pledge agreement, Pledgor and Control Agreement has been in effect at all times during such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b)fiscal quarter, such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement$10,000,000 threshold would not have been exceeded on any day.

Material Subsidiaries. (a) The Loan Parties shall WLI will cause any Person which (i) each Material Subsidiary acquired or first established after the Closing Date and (ii) each existing Subsidiary that first becomes a Material Subsidiary after the Closing Date pursuant to become clauses (iv) and (v) of the definitions of Material Subsidiary (the "Relevant Clauses") to execute a party toGuaranty (except in the case of a Foreign Subsidiary to the extent it is not permitted to execute a Guaranty under local law), an EU Intercompany Note (if a Subsidiary of EU Holdco), and/or a WLI Intercompany Note (if an Other Foreign Subsidiary) and all related U.S. Security Documents or (unless and to the extent waived by the Agents) all related Foreign Security Documents, and agree to execute and deliver, or cause to be bound by delivered, all other certificates and opinions in each case as would have had to have been delivered on the terms ofClosing Date (if a Domestic Subsidiary) or the Full Utilization Date (if a Foreign Subsidiary) if such new Material Subsidiary were in existence at such date, this Agreement and with all of the Security Agreement pursuant foregoing to be effected (I) if such new Material Subsidiary is a Joinder AgreementDomestic Subsidiary, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic 15 Business Days after the day on which such Person acquisition or creation thereof, or of the date it became a Material Subsidiary. The Borrower shall also cause Subsidiary pursuant to the items specified in Section 3.01(c), (f), (h), (i) Relevant Clauses and (lII) to be delivered if such new Material Subsidiary is a Foreign Subsidiary, within 45 days after the acquisition or creation thereof, or of the date it became a Material Subsidiary pursuant to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material SubsidiaryRelevant Clauses. (b) The Borrower shall, or shall cause any WLI will make a Material Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary Determination within 90 days after the Closing Date pursuant to a pledge agreement end of each calendar year (commencing with the calendar year ended December 31, 1998) and promptly convey in writing the form attached hereto as Exhibit K executed and delivered by the Borrower or results of such Pledgor Subsidiary determination to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign SubsidiaryAdministrative Agent. (c) Once any Subsidiary becomes a WLI will cause the aggregate revenues of WLI and all Material Subsidiary and therefore becomes a party Subsidiaries for each fiscal year of WLI to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary account for at least 85% of the Borrower as a result aggregate revenues of the Borrower’s transfer or sale WLI and all of one hundred percent (100%) of the capital stock of its Subsidiaries for such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementfiscal year.

Material Subsidiaries. (a) The Loan Parties shall cause In the event that Borrower creates or acquires a domestic Material Subsidiary, or any Person which becomes Subsidiary of the Borrower that is not a Material Subsidiary after Guarantor hereunder as of the Closing Date guarantees the Borrower’s obligations under the First Lien Credit Agreement, the Borrower shall within forty-five (45) days (unless a longer period is agreed to become by Administrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a party toGuaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and agree (bb) to be bound by execute and deliver a security agreement, substantially in the terms of, this Agreement and form of the Security Agreement, granting a security Quantum Corporation Term Loan Agreement interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a Joinder Agreement, pledge agreement substantially in the form attached hereto of the Stock Pledge Agreement; and (iii) unless otherwise required by the Intercreditor Agreement, deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as Exhibit F satisfactory of the last day of the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the Agent total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in all respects and executed and delivered to the Agent within ten this subsection (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (ia) and (l) to be delivered to the Agent concurrently comply with the instrument referred other provisions of this subsection (a) as required to above, modified appropriately to refer to such instrument and such Material Subsidiarycomply with this proviso. (b) The In the event that Borrower shallcreates or acquires a First Tier Foreign Subsidiary, or Borrower shall cause any within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered of the Stock Pledge Agreement; (ii) unless otherwise required by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall Intercreditor Agreement, deliver to Administrative Agent (for the Agent such shares benefit of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement each Lender in accordance with Section 5.29(aits Pro Rata Share) the outstanding shares certificates (or any shares other evidence of capital stock of a Foreign Subsidiary are its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock security interest in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) The Loan Parties shall cause any Person total assets equal to or greater than 90% of consolidated total assets of the Borrower and its Domestic Subsidiaries (calculated as of the end of the most recent fiscal period for which becomes a Material Subsidiary after the Closing Date to become a party to, and agree financial statements are required to be bound by the terms of, this Agreement and the Security Agreement delivered pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects Section 6.01(a) and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(cb)), (f), y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic Subsidiaries (h), (icalculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (lb)), and (z) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. EBITDA (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by as determined for the Borrower and such Pledgor Subsidiary, Material Subsidiaries based on the definition of Consolidated EBITDA) equal to or greater than 90% of EBITDA of the shares Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Capital Stock or equivalent equity interests in any Person Consolidated EBITDA and calculated for the most recent Reference Period for which becomes a Foreign Subsidiary after the Closing Date financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Domestic Subsidiary which is not a pledge agreement Subsidiary Guarantor (i) has total assets (including Equity Interests in other Subsidiaries) equal to or greater than 5% of consolidated total assets of the form attached hereto Borrower and its Subsidiaries (calculated as Exhibit K executed of the end of the most recent fiscal period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)); (ii) has revenues equal to or greater than 5% of the consolidated total revenues of the Borrower and its Subsidiaries (calculated for the most recent Reference Period for which financial statements are required to be delivered by pursuant to Section 6.01(a) and (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the definition of Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (as determined for the Borrower and its direct and indirect Domestic Subsidiaries based on the definition of Consolidated EBITDA and calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the Term Loan Agreement or any other Indebtedness of the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiaryany other Loan Party. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreement.

Material Subsidiaries. (a) The Loan Parties shall cause Within forty-five (45) days (or such later date as the Administrative Agent may agree in writing) after any Person which becomes a Material Domestic Subsidiary after or concurrent with any Person that is not a Guarantor (including any Foreign Subsidiary) providing a Guarantee in respect of any of the Closing Date Convertible Senior Notes, any Subordinated Indebtedness or any Additional Indebtedness of any Loan Party: (i) cause such Person to become a party to, Guarantor by executing and agree delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose; (ii) cause 100% of the issued and outstanding Equity Interests directly owned by the Borrower or any Domestic Subsidiary in such Person to be bound by subject at all times to a first priority Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms ofand conditions of the Collateral Documents, this Agreement subject to Permitted Liens; and (iii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions, favorable opinions of counsel and any filings and deliveries reasonably necessary to perfect and/or register the Security Agreement pursuant to a Joinder AgreementLiens in connection therewith, all in the form attached hereto as Exhibit F form, content and scope reasonably satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material SubsidiaryAdministrative Agent. (b) The Borrower shall, Within forty-five (45) days (or shall such later date as the Administrative Agent may agree in writing) after any Person becomes a Material Foreign Subsidiary: (i) cause any Subsidiary 66% of the issued and outstanding Equity Interests entitled to vote (within the “Pledgor Subsidiary”meaning of Treas. Reg. Section 1.956-2(c)(2)) to, pledge and 100% of the lesser issued and outstanding Equity Interests not entitled to vote (within the meaning of 65% or the entire interest Treas. Reg. Section 1.956-2(c)(2)) directly owned by the Borrower and or any Domestic Subsidiary in such Pledgor Subsidiary, Person to be subject at all times to a first priority Lien in favor of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after Administrative Agent to secure the Closing Date Obligations pursuant to a pledge agreement the terms and conditions of the Collateral Documents, subject to Permitted Liens; and (ii) upon the request of the Administrative Agent in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall its sole discretion, deliver to the Administrative Agent such shares Organization Documents, resolutions, favorable opinions of capital stock together with stock powers executed counsel and any filings and deliveries reasonably necessary to perfect and/or register the Liens in blank. The Borrower shall also cause the items specified connection therewith, all in Section 3.01(c)form, (f) content and (l) to be delivered scope reasonably satisfactory to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign SubsidiaryAdministrative Agent. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(aWithin ninety (90) days (or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, later date as the case Administrative Agent may be, even if: agree in writing) after the Closing Date: (i) such cause 66% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) directly owned by the Borrower or any Domestic Subsidiary in each Foreign Subsidiary that is a Material Foreign Subsidiary ceases on the Closing Date to be subject at all times to a Material Subsidiaryfirst priority Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, subject to Permitted Liens; or and (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary upon the request of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary Administrative Agent in accordance with and its sole discretion, deliver to the extent permitted by Administrative Agent such Organization Documents, resolutions, favorable opinions of counsel and any filings and deliveries reasonably necessary to perfect and/or register the terms of Section 5.17Liens in connection therewith, all in form, content and scope reasonably satisfactory to the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge AgreementAdministrative Agent.

Material Subsidiaries. From and after the date of this Amendment, Subparagraph (a) The Loan Parties of Section 6.13 of the Credit Agreement is amended and restated in its entirety as follows: (a) In the event that Borrower creates or acquires a domestic Subsidiary, Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause any Person which becomes such Subsidiary (aa) to execute and deliver a Material Subsidiary after Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the Closing Date to become a party tobenefit of each Lender in accordance with its Pro Rata Share), and agree (bb) to be bound by the terms ofexecute and deliver a security agreement, this Agreement and the Security Agreement pursuant to a Joinder Agreement, substantially in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of Capital Stock or equivalent equity each Lender in accordance with its Pro Rata Share) the ownership interests in any Person which becomes a Foreign such Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed of the Stock Pledge Agreement; and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10iii) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to Administrative Agent (for the Agent benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such shares pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) assets for all domestic Subsidiaries that are not a Guarantor and (l) party to be delivered to the Agent concurrently with the pledge a security agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. in this subsection (ca) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares exceed 20% of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary total assets of the Borrower and its Subsidiaries as a result of the Borrower’s transfer or sale of one hundred percent (100%) last day of the capital stock most recently ended fiscal quarter of such Subsidiary in accordance with the Borrower for which Borrower has delivered financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the extent permitted by total revenues of the terms Borrower and its Subsidiaries for the most recently ended period of Section 5.17, four (4) consecutive fiscal quarters of the Agent Borrower for which Borrower has delivered financial statements and the Banks agree Borrower shall, from time to release time, cause such Subsidiary from additional domestic Subsidiaries to execute and deliver the Guaranty documents referred to in this subsection (a) and release comply with the shares other provisions of capital stock of such Subsidiary from the Pledge Agreementthis subsection (a) as required to comply with this proviso.”

Material Subsidiaries. 6.13.1 In the event that Borrower creates or acquires a domestic Material Subsidiary, Borrower shall within forty-five (a45) The Loan Parties shall days (unless a longer period is agreed to by Administrative Agent) (i) cause any Person which becomes a such Material Subsidiary after (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the Closing Date to become a party tobenefit of each Lender in accordance with its Pro Rata Share), and agree (bb) to be bound by the terms ofexecute and deliver a security agreement, this Agreement and the Security Agreement pursuant to a Joinder Agreement, substantially in the form attached hereto as Exhibit F satisfactory of the Security Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in all respects and executed and delivered to accordance with its Pro Rata Share) the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified ownership interests in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed of the Stock Pledge Agreement; and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10iii) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to Administrative Agent (for the Agent such shares benefit of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement each Lender in accordance with Section 5.29(aits Pro Rata Share) the outstanding shares certificates (or any shares other evidence of capital stock its equity) evidencing such pledged ownership interests. 6.13.2 In the event that Borrower creates or acquires a First Tier Foreign Subsidiary, Borrower shall within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of a Foreign Subsidiary are pledged to the Agent each Lender in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantorsits Pro Rata Share) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred sixty-five percent (10065%) of the capital stock ownership interests in such foreign Material Subsidiary owned by Borrower pursuant to a pledge agreement substantially in the form of such Subsidiary the Stock Pledge Agreement; (ii) deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release security interest in such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. (a) The Loan Parties In the event that Borrower creates or acquires a domestic Material Subsidiary, Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause any Person which becomes a such Material Subsidiary after (aa) to execute and deliver a Guaranty, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent (for the Closing Date to become a party tobenefit of each Lender in accordance with its Pro Rata Share), and agree (bb) to be bound by execute and deliver a security agreement, substantially in the terms of, this Agreement and form of the Security Agreement Agreement, granting a security interest in its assets to secure the Guaranty; (ii) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a Joinder Agreement, pledge agreement substantially in the form attached hereto of the Stock Pledge Agreement; and (iii) deliver to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) the outstanding shares certificates (or other evidence of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) the aggregate amount of assets for all domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% of the total assets of the Borrower and its Subsidiaries as Exhibit F satisfactory of the last day of the most recent fiscal year of the Borrower for Quantum Corporation Credit Agreement which the Borrower has delivered audited financial statements and (2) the aggregate amount of revenues for all domestic Subsidiaries that are not a Guarantor and party to a security agreement exceed 20% of the Agent total revenues of the Borrower and its Subsidiaries for the most recent fiscal year of the Borrower for which the Borrower has delivered audited financial statements and the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in all respects and executed and delivered to the Agent within ten this subsection (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (ia) and (l) to be delivered to the Agent concurrently comply with the instrument referred other provisions of this subsection (a) as required to above, modified appropriately to refer to such instrument and such Material Subsidiarycomply with this proviso. (b) The In the event that Borrower shallcreates or acquires a First Tier Foreign Subsidiary, or Borrower shall cause any within ninety (90) days (unless a longer period is agreed to by Administrative Agent) (i) pledge to Administrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share) sixty-six percent (66%) of the ownership interests in such foreign Material Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement substantially in the form attached hereto as Exhibit K executed and delivered by of the Borrower or such Pledgor Subsidiary to the Agent within ten Stock Pledge Agreement; (10ii) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to Administrative Agent (for the Agent such shares benefit of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement each Lender in accordance with Section 5.29(aits Pro Rata Share) the outstanding shares certificates (or any shares other evidence of capital stock of a Foreign Subsidiary are its equity) evidencing such pledged ownership interests; and (iii) take such further actions as Administrative Agent requests to perfect the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock security interest in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if a Material Subsidiary or Foreign Subsidiary ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.17, the Agent and the Banks agree to release such Subsidiary from the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge Agreementpledged ownership interests.

Material Subsidiaries. (a) The Loan Parties shall cause any Person which becomes a Material Subsidiary after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the Security Agreement pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F satisfactory to the Agent in all respects and executed and delivered to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Material Subsidiary. The Borrower shall also cause the items specified in Section 3.01(c), (f), (h), (i) and (l) to be delivered to the Agent concurrently with the instrument referred to above, modified appropriately to refer to such instrument and such Material Subsidiary. (b) The Borrower shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to, pledge the lesser of 65% or the entire interest owned by If the Borrower and such Pledgor Subsidiary, of the shares of Capital Stock or equivalent equity interests in any Person which becomes a Foreign Subsidiary after the Closing Date pursuant to a pledge agreement in the form attached hereto as Exhibit K executed and delivered by the Borrower or such Pledgor Subsidiary to the Agent within ten (10) Domestic Business Days after the day on which such Person became a Foreign Subsidiary and shall deliver to the Agent such shares of capital stock together with stock powers executed in blank. The Borrower shall also cause the items specified in Section 3.01(c), (f) and (l) to be delivered to the Agent concurrently with the pledge agreement referred to above, modified appropriately to refer to such pledge agreement, Pledgor and such Foreign Subsidiary. (c) Once any Subsidiary becomes a Material Subsidiary and therefore becomes a party to this Agreement in accordance with Section 5.29(a) or any shares of capital stock of a Foreign Subsidiary are pledged to the Agent in accordance with Section 5.29(b), such Subsidiary (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and the shares of capital stock in such Foreign Subsidiary (including, without limitation, all initial Foreign Subsidiaries) shall remain subject to the pledge to the Agent, as the case may be, even if: (i) such Material Subsidiary ceases to be a Material Subsidiary; or (ii) such Foreign Subsidiary ceases to be a Foreign Subsidiary; provided that if acquires a Material Subsidiary or Foreign Subsidiary ceases to be a if any Subsidiary of the Borrower as becomes a result Material Subsidiary, the Borrower will promptly notify the Bank of same. Promptly following the Material Subsidiary Date for any such Subsidiary, the Borrower will obtain from the relevant Material Subsidiary (if it is a Domestic Material Subsidiary) and deliver to the Bank (i) a guaranty by such Domestic Material Subsidiary of the Borrower’s transfer or sale of one hundred percent (100%) obligations of the capital stock Borrower under this letter agreement, the Notes and the other Loan Documents, (ii) security agreements granting to the Bank a security interest in all assets of such Subsidiary Domestic Material Subsidiary, together with all filings needed to perfect such security interest and appropriate landlord's waivers, (iii) certificates of appropriate governmental authorities as to the legal existence, qualification and good standing of such Domestic Material Subsidiary, (iv) a Secretary's Certificate as to such Domestic Material Subsidiary's charter documents and by-laws, the incumbency and signatures of such Domestic Material Subsidiary's officers, and the resolutions of such Domestic Material Subsidiary's Board of Directors (and, if necessary, stockholders) approving the aforesaid guaranty and security agreements, and (v) an opinion of such Domestic Material Subsidiary's counsel as to the Domestic Material Subsidiary's legal existence, qualification and good standing, such Domestic Material Subsidiary's legal capacity, due corporate approval of the guaranty and the security agreements, enforceability of the guaranty and the security agreements in accordance with their respective terms, no need for third party consents, no breach of other agreements, orders or decrees or of applicable laws, no litigation, perfection of security interest and other matters, all of the documents described in clauses (i)-(v) of this sentence to be satisfactory in form and substance to the extent permitted by Bank. As used herein, a "Domestic Material Subsidiary" is any Material Subsidiary which (i) is incorporated under the terms laws of Section 5.17any state or other political subdivision of the United States, (ii) has its chief executive offices within the Agent and United States, (iii) has a principal place of business within the Banks agree to release such Subsidiary from United States, and/or (iv) has any material amount of assets within the Guaranty and release the shares of capital stock of such Subsidiary from the Pledge AgreementUnited States.