Common use of Pledged Assets Clause in Contracts

Pledged Assets. Each Loan Party will (i) cause all of its personal Property other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000), certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01, all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than any Immaterial Foreign Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will Cause (i) cause all of its personal Property other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000), certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01, all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each the direct Domestic Subsidiary Subsidiaries of any U.S. Loan Party to be subject at all times to a first priority, perfected Lien in favor of Lender securing the Obligations pursuant to the terms and conditions of the Borrower Stock Pledge Agreement or such other security documents as Lender shall reasonably request, and (bii) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier of any direct Foreign Subsidiary of any U.S. Loan Party (other than or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary's United States parent and (2) could not reasonably be expected to cause any Immaterial Foreign Subsidiarymaterial adverse tax consequences) to be subject at all times to a first priority, perfected Lien in favor of Lender securing the Administrative Agent Obligations pursuant to the terms and conditions of the Collateral Documents Borrower Stock Pledge Agreement or such other security documents as the Administrative Agent Lender shall reasonably request.. In connection with the foregoing, the Loan Parties shall cause to be delivered to Lender (A) all certificates evidencing any certificated Capital Stock pledged to Lender pursuant to the Security Documents, together with duly executed in blank, undated stock powers attached thereto, (B) searches under the Uniform Commercial Code (or equivalent local legislation) to the extent a filing of a financing statement pursuant to the Uniform Commercial Code (or equivalent local legislation) would be necessary to perfect a security interest in such Capital Stock, (C) appropriate financing statements in Form UCC-1 (or the local equivalent) necessary to perfect the Collateral Agent's security interest in such Capital Stock, and (D) certified resolutions and other organizational and authorizing documents of, and favorable opinions (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of Lender's Liens thereunder) of counsel to, each Person required to execute or otherwise become a party to the Security Documents. If a U.S. Loan Party shall create or acquire any Subsidiary the Capital Stock of which is required to be pledged to Lender as Collateral hereunder, the Credit Parties shall promptly notify Lender of the same. Each Loan Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in this Section 5.15) at its own expense as requested by Lender to ensure that Lender has a first priority perfected Lien on such Capital Stock to secure the Obligations as required by this Section 5.15. #489771 v4 - SEAENA Credit Agreement (V5) 32

Pledged Assets. Each Loan Party will (i) cause all of its owned and leased real and personal Property (subject, in the case of owned real Property, to Section 7.15) other than Excluded Property to be subject at all times to first priority, perfected and, in the case of real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, flood determinations, evidence of flood insurance (if applicable), landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred Exhibit A to above and the perfection of the Administrative Agent's ’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(b), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's ’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than directly owned by the Borrower or any Immaterial Foreign Subsidiary) Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (i) cause all of its owned real and personal Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of owned real Property, title insured Liens in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent's Liens thereunder) and any other items of documentation reasonably requested by the types required to be delivered pursuant to Section 5.01Administrative Agent, all in each case in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (aA) 100% of the issued and outstanding Capital Stock of each direct Domestic Subsidiary of a Loan Party and (bB) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereofClosing Date, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than directly owned by the Borrower or any Immaterial Foreign Subsidiary) Domestic Restricted Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent (it being recognized that perfection actions need only be taken in the foreign countries described in the next sentence) pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. As of the Seventh Amendment Effective Date, the Borrower has only been required to provide foreign law-governed pledge documents (and legal opinions of foreign counsel) for the following Subsidiaries: Ameron B.V., a Netherlands private limited company, Ameron (UK) Limited, a company organized under the laws of England and Ameron Holdings Pte Ltd, a company organized under the laws of Singapore.

Pledged Assets. Each Loan Party will (i) cause all of its personal Property other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000), certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01, all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties The Borrower will cause (a) 100% of the issued and outstanding Capital Stock Equity Interests of each Domestic Subsidiary (other than the Equity Interests of RX Xxxxx, LLC, RX Xxxxxxxxxx, LLC and RX X’Xxxxx, LLC, in each case, solely for so long as any Lien on such Equity Interests existing on the Second Amendment Effective Date remains in effect; provided that in the event of the termination or release of any such Lien, the applicable Loan Party promptly shall cause such Equity Interests to be subject to a security interest in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to the terms of the Pledge Agreement) owned by the Borrower or any other Loan Party and (b) subject to Section 7.12(b), 6566% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's ’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-1.956 2(c)(2)) and 100% of the issued and outstanding Capital Stock Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-1.956 2(c)(2)) in each First-Tier Foreign Subsidiary (other than any Immaterial Foreign Subsidiary) directly owned by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents or such other Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security documents as interests therein, all in form and substance reasonably satisfactory to the Administrative Agent shall reasonably requestAgent.

Pledged Assets. Each Loan Party will (i) cause all of its owned and leased real and personal Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent or the Required Lenders may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)real estate title insurance policies, surveys, environmental reports, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above entered into after the Closing Date and the perfection of the Administrative Agent's ’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(d), all in form, content and scope reasonably 61 satisfactory to the Administrative Agent; provided, however, that in no event shall the Borrower be required to obtain landlord waivers or other similar instruments relating to leased Property except to the extent required by Section 7.16. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's ’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each First-Tier Foreign Subsidiary (other than directly owned by the Borrower or any Immaterial Foreign Subsidiary) Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent or the Required Lenders shall reasonably request, subject to Permitted Liens. The Loan Parties agree that, at any time and from time to time, upon the written request of the Administrative Agent or the Required Lenders, and at the sole expense of the Borrower, the Borrower will promptly take all actions required under the Federal Assignment of Claims Act or any similar state statute as the Administrative Agent or the Required Lenders may reasonably request. The parties hereto acknowledge and agree that, with respect to the Mortgage Instruments delivered to the Administrative Agent by the Loan Parties pursuant to Section 5.01(d)(v), (i) the Administrative Agent does not intend to record such Mortgage Instruments on the Closing Date but instead will hold such Mortgage Instruments in its possession and (ii) the Administrative Agent may, in its discretion, or shall, at the direction of the Required Lenders, record such Mortgage Instruments at any time after the Closing Date.

Pledged Assets. Each Loan Party will (i) cause all of its owned real and personal Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of owned real Property, title insured Liens in favor of the Administrative Collateral Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Collateral Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (aA) 100% of the issued and outstanding Capital Stock of each direct Domestic Subsidiary of a Loan Party and (bB) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than directly owned by the Borrower or any Immaterial Foreign Subsidiary) Domestic Restricted Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent (it being recognized that perfection actions need only be taken in foreign countries as set forth in Section 7.14 hereof) pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each (a) Cause each Domestic Loan Party will to (subject to the time periods permitted in Section 7.12, to any exceptions in the Collateral Documents and to the limitations on Liens in the next sentence) (i) cause all of its owned and leased personal Property other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000), certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's ’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(h), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the The Domestic Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's ’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of each class of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100in any event no more than 65% of the issued and outstanding Capital Stock not entitled to vote (within voting stock in the meaning of Treas. Reg. Section 1.956-2(c)(2)aggregate) in each First-Tier Foreign Subsidiary (other than that is a Material Subsidiary directly owned by GFI or any Immaterial Foreign Subsidiary) Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, subject to Permitted Liens, pursuant to the terms and conditions of the relevant Collateral Documents or such other security documents as the Administrative Agent shall reasonably requestrequest and no other Capital Stock of any Subsidiary of any Domestic Loan Party shall be subject to any Lien in favor of the Administrative Agent.

Pledged Assets. Each Loan Party will (i) cause all of its owned real and personal Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(f), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than directly owned by the Parent or any Immaterial Foreign Subsidiary) Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Credit Party will (i) cause all of its owned personal Property property located in the United States other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations loans and obligations owing hereunder pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000), certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01, all in form, content and scope reasonably satisfactory to the Administrative AgentLiens. Without limiting the generality of the above, the Loan Credit Parties will cause (ai) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (bii) subject to Section 7.12(b), 6566% (or such greater percentage that, due to a change which would not result in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each First-Tier Foreign Canadian Subsidiary (other than directly owned by the Borrower or any Immaterial Foreign Subsidiary) Domestic Subsidiary of the Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. If, subsequent to the Closing Date, a Credit Party shall acquire any Property required to be pledged to the Administrative Agent as Collateral by this Section 7.13 or by any of the Collateral Documents, the Credit Parties shall promptly notify the Administrative Agent of the same and each Credit Party shall, and shall cause each of its Domestic Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(d) and (e)) at its own expense as requested by the Administrative Agent to ensure that the Administrative Agent has a first priority, perfected Lien to secure the obligations of the Credit Parties under the Credit Documents in all owned personal property of the Credit Parties located in the United States other than Excluded Property, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Agreement.

Pledged Assets. Each Loan Credit Party will (i) cause all of its personal owned Property other than Excluded Property Property, to be subject at all times to second priority (or, to the extent the obligations under the First Lien Credit Agreement have been Fully Satisfied, a first priority), perfected and title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens Liens. In keeping with the requirements of the preceding sentence, each Credit Party will deliver to the Administrative Agent, with respect to any owned real Property acquired by such Person subsequent to the Closing Date and (ii) deliver required by this Section 7.13 to be pledged to the Administrative Agent, such real property documents, instruments and other documentation items, in form reasonably acceptable to the Administrative Agent, as the Administrative Agent may shall reasonably request in connection order the provide the Administrative Agent with a second priority (or, to the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord's waivers extent the obligations under the First Lien Credit Agreement have been Fully Satisfied (as defined in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000First Lien Credit Agreement), certified resolutions a first priority), perfected and other organizational and authorizing documents of title insured Lien in such Person, favorable opinions of counsel owned real Property to such Person (which shall cover, among other things, secure the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01, all in form, content and scope reasonably satisfactory to the Administrative AgentCredit Party Obligations. Without limiting the generality of the above, the Loan Credit Parties will cause (ai) 100% of the issued and outstanding Capital Stock of the Borrower, (ii) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (biii) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1i) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's ’s United States parent and (2ii) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each First-Tier Foreign Subsidiary (other than directly owned by the Parent or any Immaterial Foreign Subsidiary) Domestic Subsidiary to be subject at all times to a second priority (or, to the extent the obligations under the First Lien Credit Agreement have been Fully Satisfied (as defined in the First Lien Credit Agreement), a first priority), perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. For the avoidance of doubt, to the extent the collateral items listed in Sections 7.12 or 7.13 are delivered to the First Lien Administrative Agent in accordance with the terms of the Intercreditor Agreement the requirements of this Section 7.13 shall be satisfied.

Pledged Assets. Each Loan Party will (i) cause all of its owned and leased real and personal Property (subject, in the case of owned real Property, to Section 7.15) other than Excluded Property to be subject at all times to first priority, perfected and, in the case of real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than directly owned by the Borrower or any Immaterial Foreign Subsidiary) Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Subject to the provisions of Section 7.13 , each Credit Party will (i) cause all of its owned and leased real and personal Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of owned real Property, title insured Liens in favor of the Administrative Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.1(d) and (e), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Credit Parties will cause (aA) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (bB) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (1) could would not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's United States parent and (2) could would not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than any Immaterial Foreign Subsidiary) owned directly by the Borrower or a Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request; provided, however, this requirement shall not apply to any Foreign Subsidiary if such Foreign Subsidiary (i) is currently being liquidated, and such liquidation is completed on or prior to December 31, 2002 or (ii) has assets less than $250,000.

Pledged Assets. Each (a) Subject to Section 7.15, with respect to each Loan Party will Party, (i) cause all of its owned and leased real and personal Property (other than Excluded Property Property) to be subject at all times to first priority, perfected and, in the case of owned real Property (and, to the extent reasonably requested by the Administrative Agent, leased real property), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's ’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (aA) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary that is a Material Subsidiary and (bB) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's ’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than any Immaterial First-Tier Foreign Subsidiary that is not a Material Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.

Pledged Assets. Each Loan Party will (i) cause all of its owned and leased real and personal Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord's waivers (in the case of leased locations with Collateral having an aggregate value in excess of $1,000,000)’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's ’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.015.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) subject to Section 7.12(b), 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary's ’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary (other than directly owned by the Borrower or any Immaterial Foreign Subsidiary) Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.