Common use of Material Subsidiaries Clause in Contracts

Material Subsidiaries. (a) 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 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 of the Security 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 pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the 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 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 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 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 (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso.

Material Subsidiaries. (a) In the event that any Borrower or any Domestic Subsidiary creates or acquires a domestic Material Subsidiary, such or any Subsidiary of the Borrower (or Domestic Subsidiary) that is not a 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 by LenderAdministrative Agent) (i) cause such Material Subsidiary or other Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to LenderAdministrative Agent, in favor of LenderAdministrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the 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 pledge agreement substantially in the form 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 share shares certificates to the 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 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 such the 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 total revenues of such the Borrower and its Subsidiaries for the most recent fiscal year of Borrowers the Borrower for which the Borrowers have Borrower has delivered audited financial statements and such the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso.

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that any Borrower total assets equal to 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 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 of the Security 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 pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the 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 domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20greater than 90% of the consolidated total assets of such the Borrower and its Domestic Subsidiaries (calculated as of the last day end of the most recent fiscal year period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), (y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic Subsidiaries (calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), and (z) EBITDA (as determined for the Borrower has delivered audited and such Material Subsidiaries based on the definition of Consolidated EBITDA) equal to or greater than 90% 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 (2) the aggregate amount of revenues for all domestic Subsidiaries that are b)). No Domestic Subsidiary which is not a Subsidiary Guarantor and party (i) has total assets (including Equity Interests in other Subsidiaries) equal to a security agreement exceed 20or greater than 5% of consolidated total assets of the total revenues of such Borrower and its Subsidiaries (calculated as 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 fiscal year of Borrowers Reference Period for which the Borrowers have delivered audited financial statements and such Borrower shall, from time are required to time, cause such additional domestic Subsidiaries be delivered pursuant to execute and deliver the documents referred to in this subsection (aSection 6.01(a) and comply with (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the other provisions definition of this subsection Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (a) 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 comply with this provisobe 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 any other Loan Party.

Material Subsidiaries. (a) In the event that any Person becomes a Material Subsidiary of Parent or the Borrower after the Closing Date, Parent or any Domestic Subsidiary creates or acquires a domestic the Borrower will, and will cause the applicable Material Subsidiary, such Borrower (i) (1) in the case of any newly formed or Domestic acquired Subsidiary) shall , within forty-five (45) days after such Person becomes a Material Subsidiary (unless 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 longer period is agreed 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 Lender(x) executing and delivering to Collateral Agent a counterpart agreement, amendment or supplement to each applicable Security Document in accordance with its terms and (iy) 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 (aaor any other Material Joint Venture) to execute 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 Collateral Agent, for the benefit of the Secured Parties, free and deliver a Guarantyclear of all Liens (other than, in form and substance satisfactory with respect to Lenderany Collateral (other than any Equity Interests), in favor of LenderPermitted Liens, and (bb) to execute and deliver a security agreement, substantially in the form case of the Security AgreementEquity Interests, granting a security interest in its assets to secure the Guaranty; non-consensual obligations imposed by operation of law) and (ii) pledge to Lender the ownership interests in take all such Material Subsidiary pursuant to a pledge agreement substantially in the form of the Stock Pledge Agreement; actions and (iii) deliver to Lender the outstanding share certificates to the 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 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 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 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 deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates reasonably requested by the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this provisoMajority Lenders.

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that any Borrower total assets equal to 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 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 of the Security 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 pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the 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 domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20greater than 90% of the consolidated total assets of such the Borrower and its Domestic Subsidiaries (calculated as of the last day end of the most recent fiscal year period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), (y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic Subsidiaries (calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), and (z) EBITDA (as determined for the Borrower has delivered audited and such Material Subsidiaries based on the definition of Consolidated EBITDA) equal to or greater than 90% 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 (2) the aggregate amount of revenues for all domestic Subsidiaries that are b)). No Domestic Subsidiary which is not a Subsidiary Guarantor and party (i) has total assets (including Equity Interests in other Subsidiaries) equal to a security agreement exceed 20or greater than 5% of consolidated total assets of the total revenues of such Borrower and its Subsidiaries (calculated as 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 fiscal year of Borrowers Reference Period for which the Borrowers have delivered audited financial statements and such Borrower shall, from time are required to time, cause such additional domestic Subsidiaries be delivered pursuant to execute and deliver the documents referred to in this subsection (aSection 6.01(a) and comply with (b)); or (iii) has EBITDA (as determined individually for such Domestic Subsidiary based on the other provisions definition of this subsection Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (a) 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 comply with this provisobe 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 any other Loan Party.

Material Subsidiaries. (a) 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 LenderAdministrative Agent) (i) cause such Material Subsidiary (aa) to execute and deliver a Guaranty, in form and substance satisfactory to LenderAdministrative Agent, in favor of LenderAdministrative Agent (for the benefit of each Lender in accordance with its Pro Rata Share), and (bb) to execute and deliver a security agreement, substantially in the form 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 accordance with its Pro Rata Share) the ownership interests in such Material Subsidiary pursuant to a pledge agreement substantially in the form 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 share shares certificates to the 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 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 such the Borrower and its Subsidiaries as 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 total revenues of such the Borrower and its Subsidiaries for the most recent fiscal year of Borrowers the Borrower for which the Borrowers have Borrower has delivered audited financial statements and such the Borrower shall, from time to time, cause such additional domestic Subsidiaries to execute and deliver the documents referred to in this subsection (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso.

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that any Borrower total assets equal to 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 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 of the Security 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 pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the 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 domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20greater than 90% of the consolidated total assets of such the Borrower and its Domestic Subsidiaries (calculated as of the last day end of the most recent fiscal year period for which financial statements are required to be delivered pursuant to Section 5.01(a) and (b)), (y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic 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)), and (z) EBITDA (as determined for the Borrower has delivered audited and such Material Subsidiaries based on the definition of EBITDA) equal to or greater than 90% 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 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 (2) the aggregate amount of revenues for all domestic Subsidiaries that are b)). No Domestic Subsidiary which is not a Subsidiary Guarantor and party (i) has total assets (including equity interests in other Subsidiaries) equal to a security agreement exceed 20or greater than 5% of consolidated total assets of the total revenues of such Borrower and its Subsidiaries (calculated as of the end of the most recent fiscal period for which 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 fiscal year of Borrowers rolling four (4) quarter period for which the Borrowers have delivered audited financial statements and such Borrower shall, from time are required to time, cause such additional domestic Subsidiaries be delivered pursuant to execute and deliver the documents referred to in this subsection (aSection 5.01(a) and comply with (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the other provisions definition of this subsection EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (aas 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) as quarter period for which financial statements are required to comply with this provisobe delivered pursuant to Section 5.01(a) and (b)). No Subsidiary that is not a Subsidiary Guarantor has guaranteed any Indebtedness under the 2011 Term Loan Agreement, the Revolver Facility or any other Indebtedness of the Borrower or any other Loan Party.”

Material Subsidiaries. The Material Subsidiaries, together with the Borrower, have (ax) In the event that any Borrower total assets equal to 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 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 of the Security 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 pledge agreement substantially in the form of the Stock Pledge Agreement; and (iii) deliver to Lender the outstanding share certificates to the 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 domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20greater than 90% of the consolidated total assets of such the Borrower and its Domestic Subsidiaries (calculated as of the last day end of the most recent fiscal year period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), (y) revenues equal to or greater than 90% of the consolidated total revenues of the Borrower and its Domestic Subsidiaries (calculated for the most recent Reference Period for which financial statements are required to be delivered pursuant to Section 6.01(a) and (b)), and (z) EBITDA (as determined for the Borrower has delivered audited and such Material Subsidiaries based on the definition of Consolidated EBITDA) equal to or greater than 90% 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 (2) the aggregate amount of revenues for all domestic Subsidiaries that are b)). No Domestic Subsidiary which is not a Subsidiary Guarantor and party (i) has total assets (including Equity Interests in other Subsidiaries) equal to a security agreement exceed 20or greater than 5% of consolidated total assets of the total revenues of such Borrower and its Subsidiaries (calculated as 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 fiscal year of Borrowers Reference Period for which the Borrowers have delivered audited financial statements and such Borrower shall, from time are required to time, cause such additional domestic Subsidiaries be delivered pursuant to execute and deliver the documents referred to in this subsection (aSection 6.01(a) and comply with (b)); or (iii) has EBITDA (as determined individually for such Subsidiary based on the other provisions definition of this subsection Consolidated EBITDA) equal to or greater than 5% of EBITDA of the Borrower and its Domestic Subsidiaries (a) 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 comply with this provisobe 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 any other Loan Party.

Material Subsidiaries. The Company shall designate Subsidiaries to be Material Subsidiaries such that, at all times, (a) 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 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 Property of the Security Agreement, granting a security interest in Company and its assets to secure the Guaranty; Material Subsidiaries shall be at least eighty percent (ii80%) pledge to Lender the ownership interests 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 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 domestic Subsidiaries that are not a Guarantor and party to a security agreement referred to in this subsection (a) exceed 20% Property of the total assets of such Borrower Company and its Subsidiaries as on a consolidated basis, (b) the revenue 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 total revenues of such Borrower Company and its Material Subsidiaries for the most recent four fiscal year quarters shall be at least eighty percent (80%) of Borrowers the Consolidated Revenue for which such four fiscal quarters and (c) the Borrowers have delivered audited financial statements 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 Borrower shallfour fiscal quarters; provided that no Foreign Subsidiary shall be designated a Material Subsidiary if it is possible to satisfy the requirements of this Section 6.2 by designating Domestic Subsidiaries as Material Subsidiaries; and provided further, that once a Subsidiary is designated as a Material Subsidiary it shall remain a Material Subsidiary unless such Material Subsidiary is the subject of a disposition permitted pursuant to Section 6.15. The Company shall update Schedule 5.8 from time to timetime as necessary to include any Subsidiary designated as a Material Subsidiary pursuant to this Section 6.2. Upon the initial designation of a Subsidiary as a Material Subsidiary on an update to Schedule 5.8, the Company shall (i) if such Subsidiary is a Domestic Subsidiary, cause such additional domestic Subsidiaries Domestic Subsidiary to execute and deliver execute, by joinder, the documents referred Guaranty within thirty (30) days of such designation or (ii) if such Subsidiary is a Foreign Subsidiary, cause such Foreign Subsidiary to in this subsection become a Pledged Subsidiary within ninety (a90) and comply with the other provisions days of this subsection (a) as required to comply with this provisosuch designation.

Material Subsidiaries. Concurrently with the creation or acquisition of any Material Subsidiary, (a) In the event that any Borrower or any Domestic if such Material Subsidiary creates or acquires is 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 such Material Subsidiary (aa) it to execute and deliver to the Administrative Agent a Guaranty, supplement to the Guaranty Agreement delivered on the Closing Date substantially in the form and substance satisfactory of Exhibit A to Lender, in favor of Lender, such Guaranty Agreement and (bbii) either (A) if such Material Subsidiary is a Subsidiary of a Person who is a pledgor under an existing Pledge and Security Agreement, a supplement substantially in the form of Exhibit A to execute such Pledge and deliver 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 security agreementpledgor, 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 Security Agreementownership interest in such Material Subsidiary, granting (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 its assets to secure 65% of the Guaranty; (ii) pledge to Lender the ownership interests in issued and outstanding capital stock of such Material Subsidiary which is owned by the pledgor, pursuant to a pledge agreement substantially documentation which is in form and substance reasonably acceptable to the form of the Stock Pledge Agreement; Administrative Agent and (iiic) deliver regardless of whether such Material Subsidiary is a domestic Subsidiary, cause to Lender the outstanding share certificates be delivered to the extent Administrative Agent such equity interests are certificated (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 do business and any other evidence closing certificates and documents described in Section 4.2 and such stock certificates, stock powers, UCC Financing Statements and notices as the Administrative Agent may deem necessary to perfect its Lien thereon. At all times during the term of its equity) evidencing such pledged ownership interests; provided, however, in no event shall (1) this Agreement 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 such Borrower and its Material Subsidiaries as shall account for at least 85% of the last day of the most recent fiscal year both total assets and total revenues 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 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 (a) and comply with the other provisions of this subsection (a) as required to comply with this proviso.Consolidated Subsidiaries. SECTION 7.12