Common use of Foreign Subsidiaries Security Clause in Contracts

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security AgreementRequired Lenders, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary Equity Interests entitled to votevote of any Foreign Unrestricted Subsidiary owned by a U.S. Credit Party which has not already had all of its Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, and as applicable, to secure all of the Obligations (as defined in the respective such Security Document), (ii) the entering into by such a Foreign Subsidiary Guarantor of a pledge agreement in substantially the form of the U.S. Pledge Agreement, (iii) the entering into by a Foreign Subsidiary Guarantor of a security agreement in substantially the form of the U.S. Security Agreement and (iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in substantially the form of the U.S. Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent or a deemed disposition of the shares of stock of such Foreign Subsidiary for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15I) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Unrestricted Subsidiary’s outstanding capital stock Equity Interests owned or held by a U.S. Credit Party and not theretofore pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations (and to as defined in the extent required byrespective such Security Document) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the U.S. Pledge and Security Agreement or the relevant Local Law Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and (II) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) Guarantor shall execute and deliver the U.S. Pledge Agreement (xor another pledge agreement in substantially similar form, if needed), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary (other than Excluded Collateral) and securing the Obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, (III) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary Guarantor’s assets (other than the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary and such assets which constitute Excluded Collateral) and securing the obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such of the U.S. Pledge and Agreement, the U.S. Security Agreement or the U.S. Subsidiaries Guaranty (or similar such agreement or guaranty) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders. Notwithstanding anything to the contrary contained in this Section 8.12, no Foreign Subsidiary shall be required to comply with the provisions of this Section 8.12 if the tax advisors for the U.S. Borrower or such Subsidiary determine that there is a reasonable likelihood that such Foreign Subsidiary is, or has ever been, a passive foreign investment company within the meaning of Section 1297 of the Code.

Foreign Subsidiaries Security. If following Following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Lender may request in writing that Borrower deliver to Lender within 60 days after such request evidence reasonably satisfactory to Lender that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could would not reasonably be expected to cause (Ax) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or purposes, (By) other material materially adverse Federal income tax or other consequences to the Credit PartiesParties or (z) violate or conflict with the laws applicable to such Foreign Subsidiary, then and, to the extent such evidence is so delivered (in each caseor no evidence to the contrary is delivered within such 60-day period) Borrower will, subject to any restrictions at the written request of Lender, take one or more of the actions described in Section 10.15) the immediately succeeding sentence. Provided that the actions set forth in the case of a failure to deliver the evidence described in clause clauses (i) abovethrough (iii) above would not cause the conditions set forth in either clause (x) or (y) above to be met, then within 45 days after Lender’s request, (I) Borrower will, or will cause its applicable Subsidiary to, pledge that portion of each such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lender pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (iiII) above, Borrower will cause each such Foreign Subsidiary (to the extent that same it is a Wholly-Owned Subsidiary) shall to execute and deliver the Security Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting Lender a security interest in all of each such Foreign Subsidiary’s assets and securing the Obligations of Borrower under the Credit Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and under any secured cash management arrangement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (III) Borrower will cause each such Foreign Subsidiary (to the extent it is a Wholly-Owned Subsidiary) to execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guarantyany secured cash management arrangement, in each case to the extent that the entering into such Pledge and the Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant contractual obligations applicable to Section 10.15, such Foreign Subsidiary and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentLender.

Foreign Subsidiaries Security. If If, following a change that is reasonably determined to be relevant by the Administrative Agent in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Collateral Agent does not and the Required Lenders fails within 30 90 days after a reasonable request from the Administrative Collateral Agent or and the Required Lenders to deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Collateral Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holdings which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (A) of 66two-2/3% thirds or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (B) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty in form and substance substantially similar to the Guaranty, (iii) the entering into by such Foreign Subsidiary of a security agreement in form and substance substantially similar to the Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially similar to the Subsidiaries GuarantyPledge Agreement, in any such case could would reasonably be expected to be restricted by applicable Law of the jurisdiction of organization of such Foreign Subsidiary or would reasonably be expected to cause (A) the undistributed earnings or future earnings, if any, of such Foreign Subsidiary as determined for Federal United States federal income tax purposes to be treated included as a deemed dividend to gross income of such Foreign Subsidiary’s United States parent (or other domestic Affiliate) for Federal United States federal income tax purposes or purposes, then, (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in each case only to the extent that such pledge would not reasonably be expected to cause the undistributed earnings or future earnings, if any, of such Foreign Subsidiary as determined for United States federal income tax purposes to be included in gross income of such Foreign Subsidiary’s United States parent (or other domestic Affiliate) for United States federal income tax purposes or would not reasonably be expected to be restricted by Applicable Law of the jurisdiction of organization of such Foreign Subsidiary; (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations Finance Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting to the Collateral Agent, for the benefit of the U.S. Borrower under Finance Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Credit Documents Finance Obligations; and (yD) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing ), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and the Guaranty, Security Agreement or Subsidiaries Guaranty Pledge Agreement is permitted by the laws Laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 6.10(d) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

Foreign Subsidiaries Security. If If, following a change that is reasonably determined to be material by the Administrative Agent in the relevant sections Sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or its counsel for the U.S. Borrower or advisors reasonably acceptable to the Administrative Agent does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Excluded Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security AgreementAgreement as a result of meeting the conditions set forth in clauses (d), (f) or (g) of the definition of “Excluded Subsidiary” that (i) a pledge (A) of 66-2/365.0% or more of the total combined voting power of all classes of capital stock of such Foreign Excluded Subsidiary entitled to vote, and (B) of any promissory note issued by such Excluded Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Excluded Subsidiary of a guaranty in form and substance substantially identical to the Guaranty, (iii) the entering into by such Excluded Subsidiary of a security agreement in form and substance substantially identical to the Security Agreement, and (iv) the entering into by such Excluded Subsidiary of a pledge agreement substantially identical to the Subsidiaries GuarantyPledge Agreement, in any such case could reasonably be expected to would cause (A) all or any portion of the undistributed earnings of such Foreign Excluded Subsidiary as determined for Federal U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Excluded Subsidiary’s United States U.S. parent (or other domestic Affiliate) for Federal U.S. federal income tax purposes under Code Section 956 or any similar provision of federal, state or local tax Law, then, (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Excluded Subsidiary’s outstanding capital stock or any promissory notes so issued by such Excluded Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed), and ; (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Excluded Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar identical form, if needed), guaranteeing the Obligations Senior Credit Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Excluded Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially identical form, if needed), granting to the Collateral Agent, for the benefit of the U.S. Borrower under Finance Parties, a security interest in all of such Excluded Subsidiary’s assets and securing the Credit Documents Finance Obligations; and (yD) in the case of a failure to deliver the evidence described in clause (iv) above, such Excluded Subsidiary shall execute and deliver the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed) securing ), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Excluded Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and the Guaranty, Security Agreement or Subsidiaries Guaranty Pledge Agreement is permitted by the laws Laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 6.12(d) to be in form form, scope and substance reasonably satisfactory to the Administrative Collateral Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Silgan reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionwritten opinion or other evidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock pledged pursuant to the US Pledge and Security Agreement (other than of any Excluded Entity (as defined in the US Pledge Agreement, )) that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote to secure the Obligations of the US Credit Parties (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (ii) the entering into by such Foreign Subsidiary of a pledge agreement substantially in the form of the US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries GuarantyGuaranty guaranteeing the Obligations of the US Borrowers, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or purposes, then, except during a Collateral Release Period, (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to (and the US Pledge Agreement to secure the extent required by) Obligations of the Pledge and Security Agreement US Credit Parties shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge and Security Agreement Agreement, (or another pledge agreement in substantially similar form, if needed), and B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the US Pledge Agreement (xor another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s capital stock or the capital stock directly owned by such Foreign Subsidiary in the Material Subsidiaries of such Foreign Subsidiary organized in the same jurisdiction as such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyUS Borrowers, in each case to the extent that the entering into such of the US Pledge and Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 10.14 8.10 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Internal Revenue Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably Company and the Permitted Borrowers acceptable to the Administrative Agent does not within 30 90 days after a request from the Administrative Agent (given with the concurrence or at the Required Lenders direction of a Supermajority of the Banks) deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerCompany, that, with respect to any wholly-owned each Significant Foreign Subsidiary that is not a Look-Through Subsidiary which whose entire share capital, to the extent owned, directly or indirectly, by the Company has not already had all been encumbered in favor of its stock pledged pursuant to the Pledge and Security Agreement, that Lenders (ia) a pledge of 66-2/32/3 % or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (iib) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyDomestic Guaranty by such Significant Foreign Subsidiary, in any either such case could reasonably be expected to would cause (A) the undistributed earnings of such Significant Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Significant Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (ia) above, that portion of such Significant Foreign Subsidiary’s 's outstanding capital stock so issued by such Significant Foreign Subsidiary not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Collateral Documents hereunder shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing and, in the case of failure to deliver the evidence described in clause (b) above, such Significant Foreign Subsidiary’s obligations under Subsidiary shall promptly execute and deliver the Subsidiaries GuarantyDomestic Guaranty (or another guaranty in substantially the same form, if needed), in each case to the extent that entering into a pledge agreement or such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by under the laws of the respective foreign jurisdiction and would be all such documents (including supporting documentation comparable to that required pursuant to Section 10.15, under Sections 7.19 and with all documents 7.20 hereof) delivered pursuant to this Section 10.14 to 7.21 shall be in form and substance reasonably satisfactory to the Administrative AgentMajority Banks.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, as determined by Holdings in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrowergood faith acting reasonably, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, that (ia) a pledge of 66-2/3more than 65% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to votevote to secure all of the Obligations, (b) the entering into by such Foreign Subsidiary of a security agreement and pledging its assets (to the extent constituting Collateral) to secure all of the Obligations, (c) the entering into by such Foreign Subsidiary of a pledge agreement and pledging its Equity Interests (to the extent constituting Collateral) to secure all of the Obligations and (iid) the entering into by such Foreign Subsidiary of a guaranty in substantially the form guaranteeing all of the Subsidiaries GuarantyObligations, in any such case could case, is no longer reasonably be expected to cause (Ai) result in a material adverse tax consequence to any Credit Party, (ii) result in a risk of personal or criminal liability on the undistributed earnings part of, or a conflict with the fiduciary duties of, any officer, director or manager of such Foreign Subsidiary as determined for Federal income tax purposes to and (iii) be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) limited by financial assistance, corporate benefit, capital maintenance rules, fraudulent preference, “thin capitalization” rules, other material adverse Federal income tax consequences to the Credit Partiesstatutory limitations, then (retention of title claims and similar principles, in each casecase as reasonably determined by Holdings and the Agents, subject to any restrictions described in Section 10.15then, (x) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant Equity Interests so issued by such Foreign Subsidiary to (and to secure all of the extent required by) the Pledge and Security Agreement Obligations, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), (y) such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a failure to deliver the evidence described security interest in clause (ii) above, all of such Foreign Subsidiary’s assets or Equity Interests and promissory notes owned by such Foreign Subsidiary (to the extent that same is a Wholly-Owned constituting Collateral), as the case may be, and securing the Obligations of the Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, and (z) in the event the Subsidiaries Guaranty (or another guaranty in substantially similar form) shall not have been executed by such Foreign Subsidiary) , such Foreign Subsidiary shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower Borrowers under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case case, to the extent that the entering into of such Security Agreement, the Pledge and Security Agreement or the Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 10.18 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent. Notwithstanding anything to contrary herein or in any Credit Document, this Section 10.18 and all other obligations of the Credit Parties to deliver Collateral with respect to Foreign Subsidiaries or assets in foreign jurisdictions shall be subject to the terms of Section 14.17.

Foreign Subsidiaries Security. If following the Administrative Agent or the Required Lenders provide written notice to the Borrower Representative that there has been a change in the relevant sections of the Code or the regulations, rulespublished rulings or notices, rulings, notices or other official pronouncements issued or promulgated thereunderthereunder (and the Borrowers agree in its reasonable judgment that such change has occurred), seek an opinion from counsel for (which shall be chosen by the U.S. Borrower Borrowers and reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerAgent), with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holdings which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, that (i) a pledge (A) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and or (B) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty in form and substance substantially identical to the Subsidiary Guarantee Agreement, (iii) the entering into by such Foreign Subsidiary of a security agreement in form and substance substantially identical to the Security Agreement, or (iv) the entering into by such Foreign Subsidiary of a pledge agreement in form and substance substantially identical to the Subsidiaries GuarantyPledge Agreement, in any such case could reasonably be expected to would not cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal United States federal income tax purposes or (B) purposes, and would not have any other material materially adverse Federal United States federal income tax consequences to Holdings or any of its Affiliates. If the Credit Parties, then Borrowers receive an opinion of counsel (in each case, subject A) to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence effect described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors Parties pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed), and in ; (B) to the case of a failure to deliver the evidence effect described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty Subsidiary Guarantee Agreement (or another guaranty in substantially similar identical form, if needed), guaranteeing the Obligations Obligations; (C) to the effect described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially identical form, if needed), granting to the Administrative Agent, for the benefit of the U.S. Borrower under Secured Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Credit Documents Secured Obligations; or (D) to the effect described in clause (iv) above, such Foreign Subsidiary shall execute and (y) deliver the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed) securing ), pledging to the Administrative Agent, for the benefit of the Secured Parties, all of the Capital Stock and promissory notes owned by such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Subsidiary Guarantee Agreement, Security Agreement or Subsidiaries Guaranty Pledge Agreement is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15jurisdiction, and with all documents delivered pursuant to this Section 10.14 to 5.11(c) shall be in form form, scope and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Silgan reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionwritten opinion or other evidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary directly owned by Silgan or another US Credit Party which has not already had all of its stock pledged pursuant to the US Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote to secure the Obligations of the US Credit Parties (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty, (iii) the entering into by such Foreign Subsidiary of a pledge agreement substantially in the form of the US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries GuarantyGuaranty guaranteeing the Obligations of the US Borrowers, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for US Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to (and the US Pledge Agreement to secure the extent required by) Obligations of the Pledge and Security Agreement US Credit Parties shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge and Security Agreement Agreement, (or another pledge agreement in substantially similar form, if needed), and B) in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (only to the extent that same is a Wholly-Owned SubsidiaryCanadian Subsidiary or a Material Foreign Subsidiary that is a Foreign Credit Party) shall execute and deliver the US Security Agreement (xor another security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary (only to the extent that same is a Canadian Subsidiary or a Material Foreign Subsidiary that is a Foreign Credit Party) shall execute and deliver the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyUS Borrowers, in each case to the extent that the entering into such of the US Security Agreement, the US Pledge and Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, (after complying with any “whitewash” or other applicable proceedings) and with all documents delivered pursuant to this Section 10.14 7.10 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Holdings reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security AgreementRequired Lenders, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary Equity Interests entitled to votevote of any Foreign Unrestricted Subsidiary owned by a U.S. Credit Party which has not already had all of its Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, and as applicable, to secure all of the Obligations (as defined in the respective such Security Document), (ii) the entering into by such a Foreign Subsidiary Guarantor of a pledge agreement in substantially the form of the U.S. Pledge Agreement, (iii) the entering into by a Foreign Subsidiary Guarantor of a security agreement in substantially the form of the U.S. Security Agreement and (iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in substantially the form of the U.S. Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent or a deemed disposition of the shares of stock of such Foreign Subsidiary for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15I) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Unrestricted Subsidiary’s 's outstanding capital stock Equity Interests owned or held by a U.S. Credit Party and not theretofore pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations (and to as defined in the extent required byrespective such Security Document) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the U.S. Pledge and Security Agreement or the relevant Local Law Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and (II) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) Guarantor shall execute and deliver the U.S. Pledge Agreement (xor another pledge agreement in substantially similar form, if needed), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary (other than Excluded Collateral) and securing the Obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, (III) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary Guarantor's assets (other than the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary and such assets which constitute Excluded Collateral) and securing the obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such of the U.S. Pledge and Agreement, the U.S. Security Agreement or the U.S. Subsidiaries Guaranty (or similar such agreement or guaranty) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders. Notwithstanding anything to the contrary contained in this Section 8.12, no Foreign Subsidiary shall be required to comply with the provisions of this Section 8.12 if the tax advisors for Holdings or such Subsidiary determine that there is a reasonable likelihood that such Foreign Subsidiary is, or has ever been, a passive foreign investment company within the meaning of Section 1297 of the Code.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Majority Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3more than 65% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyJoinder Agreement, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary and not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge security agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed)a Joinder Agreement, guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) granting the Pledge and Security Agreement (or another pledge agreement Collateral Agent for the benefit of the Creditors a security interest in substantially similar form, if needed) securing all of such Foreign Subsidiary’s obligations 's assets securing the Obligations of such Foreign Subsidiary under the Subsidiaries Guarantyits Guarantee, in each case to the extent that the entering into of such Pledge and Security Joinder Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 9.22 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.14 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement, ) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock Equity Interests so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to the Pledge Agreement to secure all of the Obligations (and as defined in the Pledge Agreement), shall, if prior to the extent required by) the Pledge and Security Agreement shall Release Date, be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (shall, if prior to the extent that same is a Wholly-Owned Subsidiary) shall Security Release Date, execute and deliver the Pledge Agreement (xor another pledge agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all Equity Interests owned by such Foreign Subsidiary and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall, if prior to the Guaranty Release Date, execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such of the Pledge and Security Agreement or the Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 9.16 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. (a) If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 120 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerRequired Lenders, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders, provided that no pledge shall be required pursuant to this Section 8.12 of a Foreign Subsidiary if the Administrative Agent has determined pursuant to Section 9.02(ix) that such a pledge shall result in regulatory or economic disadvantages.

Foreign Subsidiaries Security. If Upon the written request of the Administrative Agent following a change Change in Law, which Change in Law is reasonably determined to be relevant by the relevant sections of the Code or the regulationsAdministrative Agent, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, unless (x) counsel for the U.S. Borrower Company reasonably acceptable to the Administrative Agent does not provides, within 30 60 days after a such written request from of the Administrative Agent or Agent, a written opinion addressed to the Required Lenders deliver a legal opinionCompany and the Administrative Agent, in form and substance mutually satisfactory to the Administrative Agent Company and the U.S. BorrowerAdministrative Agent, to the effect that, with respect to any wholly-owned direct Foreign Subsidiary of any Credit Party that is not a Look-Through Subsidiary which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security AgreementAgreements, that (i) a pledge of 66-2/3more than 65.0% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case vote could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary (as determined for Federal United States federal income tax purposes purposes) to be treated as a deemed dividend to such Foreign Subsidiary’s the Company or any other domestic Affiliate of the Company for U.S. federal income Tax purposes or otherwise could reasonably be expected to subject the Company or any other domestic Affiliate of the Company to liability for any additional United States parent for Federal income tax purposes Taxes by virtue of Section 956 of the Code or (B) any other material adverse Federal income tax consequences to applicable provision of the Credit PartiesCode, then (in each case, subject to any restrictions described in Section 10.15y) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock issued by such Foreign Subsidiary, not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreements, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to an accession agreement to the relevant Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such the Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws Laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.10(e) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

Foreign Subsidiaries Security. If If, following a change in the relevant sections Sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Collateral Agent and the Required Lenders does not within 30 days after a request from the Administrative Collateral Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Collateral Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holdings which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (A) of 66-2/365.0% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (B) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty in form and substance substantially identical to the Guaranty, (iii) the entering into by such Foreign Subsidiary of a security agreement in form and substance substantially identical to the Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially identical to the Subsidiaries GuarantyPledge Agreement, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal United States federal income tax purposes or purposes, then, (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed), and ; (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar identical form, if needed), guaranteeing the Obligations Senior Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially identical form, if needed), granting to the Collateral Agent, for the benefit of the U.S. Borrower under Finance Parties, a security interest in all of such Foreign Subsidiary’s assets and securing the Credit Documents Senior Obligations; and (yD) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed) securing ), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Guaranty, Security Agreement or Subsidiaries Guaranty Pledge Agreement is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 6.12(d) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary and not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed) and the Subsidiaries Pledge Agreement (or another pledge in substantially similar form, if needed), granting the Collateral Agent for the benefit of the Lenders a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Loan Documents and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyLoan Documents, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Agent or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderMajority Banks, counsel for the U.S. Borrower reasonably Company acceptable to the Administrative Agent and the Majority Banks does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually evidence satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that which is not a LookWholly-Through Owned Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security AgreementCompany, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyGuaranty or (iii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, in any such either case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other would otherwise violate a material adverse Federal income tax consequences to the Credit Partiesapplicable law, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Banks pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and (ii) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another a guaranty in substantially similar form, if needed), guaranteeing of the Obligations of the U.S. Borrower Company under the Credit Loan Documents and (yiii) in the Pledge case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and Security Agreement (or another pledge deliver a security agreement granting the Collateral Agent for the benefit of the Banks a security interest in substantially similar form, if needed) securing all of such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty's assets, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Majority Banks.

Foreign Subsidiaries Security. If Upon the written request of the Administrative Agent following a change Change in Law, which Change in Law is reasonably determined to be relevant by the relevant sections of the Code or the regulationsAdministrative Agent, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, unless (x) counsel for the U.S. Borrower Company reasonably acceptable to the Administrative Agent does not provides, within 30 60 days after a such written request from of the Administrative Agent or Agent, a written opinion addressed to the Required Lenders deliver a legal opinionCompany and the Administrative Agent, in form and substance mutually satisfactory to the Administrative Agent Company and the U.S. BorrowerAdministrative Agent, to the effect that, with respect to any wholly-owned direct Foreign Subsidiary of any Credit Party that is not a Look-Through Subsidiary which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security AgreementAgreements, that (i) a pledge of 66-2/3more than 65.0% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case vote could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary (as determined for Federal United States federal income tax purposes purposes) to be treated as a deemed dividend to such Foreign Subsidiary’s the Company or any other domestic Affiliate of the Company for U.S. federal income Tax purposes or otherwise could reasonably be expected to subject the Company or any other domestic Affiliate of the Company to liability for any additional United States parent for Federal income tax purposes Taxes by virtue of Section 956 of the Code or (B) any other material adverse Federal income tax consequences to applicable provision of the Credit PartiesCode, then (in each case, subject to any restrictions described in Section 10.15y) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock issued by such Foreign Subsidiary, not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreements, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to an accession agreement to the relevant Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such the Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws Laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.10(e) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holdings which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit PartiesParties having a Material Adverse Effect, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement and Pledge Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If (i) Upon the written request of the Administrative Agent following a change Change in Law, which Change in Law is reasonably determined to be relevant by the relevant sections of the Code or the regulationsAdministrative Agent, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, unless (x) counsel for the U.S. Borrower Company reasonably acceptable to the Administrative Agent does not provides, within 30 60 days after a such written request from of the Administrative Agent or Agent, a written opinion addressed to the Required Lenders deliver a legal opinionCompany and the Administrative Agent, in form and substance mutually satisfactory to the Administrative Agent Company and the U.S. BorrowerAdministrative Agent, to the effect that, with respect to any wholly-owned direct Foreign Subsidiary of any Credit Party that is not a Look-Through Subsidiary which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security AgreementAgreements, that (i) a pledge of 66-2/3more than 65.0% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case vote could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary (as determined for Federal United States federal income tax purposes purposes) to be treated as a deemed dividend to such Foreign Subsidiary’s the Company or any other domestic Affiliate of the Company for U.S. federal income Tax purposes or otherwise could reasonably be expected to subject the Company or any other domestic Affiliate of the Company to liability for any additional United States parent for Federal income tax purposes Taxes by virtue of Section 956 of the Code or (B) any other material adverse Federal income tax consequences to applicable provision of the Credit PartiesCode, then (in each case, subject to any restrictions described in Section 10.15y) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock issued by such Foreign Subsidiary, not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreements, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to an accession agreement to the relevant Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such the Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws Laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.10(e) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Borrowers reasonably acceptable to the Administrative Agent Arranger does not within 30 days after a request from the Administrative Agent Arranger or the Required Lenders deliver a legal opinion, its opinion (in form and substance mutually satisfactory reasonably acceptable to the Administrative Agent and the U.S. Borrower, Arranger) with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock owned by Holding or any of its Subsidiaries pledged pursuant to the a Securities Pledge and Security Agreement, that (i) a pledge to secure the Obligations of US Borrower or the Domestic Subsidiary Guarantor which is the parent of such Foreign Subsidiary, as the case may be, (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote and (y) of any promissory note issued by such Foreign Subsidiary, and if wholly-owned, to US Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary, if wholly-owned, of a security agreement in substantially the form of the Security Agreement executed and delivered by the Domestic Subsidiary Guarantors (with appropriate modifications to conform to applicable law) and (iii) the entering into by such Foreign Subsidiary, if wholly-owned, of a guaranty in substantially the form of the Subsidiaries GuarantyDomestic Subsidiary Guarantee guaranteeing the Obligations of US Borrower and CH Borrower, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for U.S. Federal income tax purposes or (BII) any other material adverse U.S. Federal income tax consequences to the Credit Loan Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the a Securities Pledge and Security Agreement Agreement, shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors pursuant to the a Securities Pledge Agreement (with appropriate modifications to conform to and Security Agreement subject to limitations of law) (or another pledge agreement in substantially similar form, if needed)) and, and in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver a Security Agreement in substantially the form executed and delivered by the Foreign Subsidiary Guarantors (xwith appropriate modifications to conform to and subject to limitations of law) (or another security agreement in substantially similar form, if needed) securing the Subsidiaries Guaranty Obligations of US Borrower and CH Borrower and their obligations under any Swap Agreement with a Lender and, in the event a Guarantee guaranteeing the Obligations of US Borrower and/or CH Borrower shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder and, in the case of a failure to deliver the opinion with respect to the factors described in clause (iii) above, such Foreign Subsidiary shall execute and deliver a Guarantee guaranteeing the Obligations of US Borrower and CH Borrower (with appropriate modifications to conform to and subject to limitations of law) (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s their obligations under the Subsidiaries Guarantyany Swap Agreement with a Lender, in each case to the extent that the entering into of such Pledge and Security Agreement or Subsidiaries Guaranty Guarantee is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.18 to be in form and substance reasonably satisfactory to the Administrative AgentArranger; provided, however, that (1) such Foreign Subsidiary shall not be required to pledge pursuant to a Foreign Subsidiary Security Agreement any property or assets that it would not have been required to pledge had it executed a Foreign Subsidiary Security Agreement at the Original Closing Date and (2) the provisions of the foregoing shall not apply from and after the Investment Grade Date.

Foreign Subsidiaries Security. If (a) following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderthereunder or (b) any Person becomes a “Material Foreign Subsidiary,” and in each case, counsel for the U.S. Borrower Borrowers reasonably acceptable to the Administrative Agent does not not, in the case of clause (a), within 30 days after a request from the Administrative Agent or the Required Lenders and in the case of clause (b), promptly after such Person becomes a “Material Foreign Subsidiary,” deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerBorrowers, with respect to any wholly-owned Foreign Subsidiary that is not of a Look-Through Subsidiary Borrower which has not already had all of its stock Equity Interests pledged pursuant to the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement, ) that (i) a pledge of 66-2/3more than 65% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock Equity Interests so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s assets or Equity Interests and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the obligations of the Borrowers under the Credit Documents and under any Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower Borrowers under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guarantyany Other Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, the Pledge and Security Agreement or the Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.16 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent. If any Foreign Subsidiary shall be required to provide a security interest over its assets in accordance with this Section 7.16, such Foreign Subsidiary shall only be permitted to conduct long-term operations in those jurisdictions in which it has taken steps to perfect the security interest over such assets. For the avoidance of doubt, each Intercompany Secured Obligor Subsidiary shall only conduct long-term operations in those jurisdictions in which it has filed a financing statement with respect to the applicable Intercompany Secured Note.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Majority Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyJoinder Agreement, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary and not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors Lenders pursuant to the Pledge and Security Agreement (or another pledge security agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed)a Joinder Agreement, guaranteeing the Obligations of the U.S. Borrower under the Credit Loan Documents and (y) granting the Pledge and Security Agreement (or another pledge agreement Administrative Agent for the benefit of the Lenders a security interest in substantially similar form, if needed) securing all of such Foreign Subsidiary’s obligations 's assets securing the Obligations of such Foreign Subsidiary under the Subsidiaries Guarantyits Guarantee, in each case to the extent that the entering into of such Pledge and Security Joinder Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 9.22 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following Following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Lender may request in writing that Borrower deliver to Lender within 60 days after such request evidence reasonably satisfactory to Lender that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could would not reasonably be expected to cause (Ax) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or purposes, (By) other material materially adverse Federal income tax or other consequences to the Credit PartiesParties or (z) violate or conflict with the laws applicable to such Foreign Subsidiary, then and, to the extent such evidence is so delivered (in each caseor no evidence to the contrary is delivered within such 60-day period) Borrower will, subject to any restrictions at the written request of Lender, take one or more of the actions described in Section 10.15) the immediately succeeding sentence. Provided that the actions set forth in the case of a failure to deliver the evidence described in clause clauses (i) abovethrough (iii) above would not cause the conditions set forth in either clause (x) or (y) above to be met, then within 45 days after Lender’s request, (I) Borrower will, or will cause its applicable Subsidiary to, pledge that portion of each such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lender pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (iiII) above, Borrower will cause each such Foreign Subsidiary (to the extent that same it is a Wholly-Owned Subsidiary) shall to execute and deliver the Security Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting Lender a security interest in all of each such Foreign Subsidiary’s assets and securing the Obligations of Borrower under the Credit Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and under any Secured Cash Management Arrangement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (III) Borrower will cause each such Foreign Subsidiary (to the extent it is a Wholly-Owned Subsidiary) to execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guarantyany Secured Cash Management Arrangement, in each case to the extent that the entering into such Pledge and the Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant applicable to Section 10.15, such Foreign Subsidiary and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentLender.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Holdings reasonably acceptable to the Administrative Agent and the Required Banks (including Xxxxxxxx & Xxxxxxxx and/or in-house counsel of Holdings) does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerRequired Banks, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary (and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) which has not already had all of its stock pledged pursuant to the U.S. Pledge and Security Agreement or the U.S. Charge Over Shares and Notes, as applicable, to secure all of the Obligations (as defined in the respective Pledge Agreement, ) that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote or (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a U.S. Pledge and Security Agreement in substantially the form of the U.S. Pledge and Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Non-Borrower U.S. Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's (or Foreign Unrestricted Subsidiary's, as the case may be) outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case to the extent owned by a Credit Party and not theretofore pledged pursuant to (and to the extent required by) the U.S. Pledge and Security Agreement or the U.S. Charge Over Shares and Notes, as applicable, to secure all of the Obligations (as defined in the respective Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the U.S. Pledge and Security Agreement or the U.S. Charge Over Shares and Notes (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the U.S. Pledge and Security Agreement (xor another security agreement in substantially similar form, if needed), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the U.S. Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Non-Borrower U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the Non-Borrower U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower Borrowers under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such U.S. Pledge and Security Agreement or Non-Borrower U.S. Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Banks.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.14 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderthereunder which permits (i) MMI to pledge more than 66 2/3% of the total combined voting power of all classes of capital stock of any of its Foreign Subsidiaries or pledge any promissory note issued by such Foreign Subsidiary to MMI or any of its Domestic Subsidiaries or (ii) any Foreign Subsidiary of MMI to enter into a Security Agreement or a Subsidiary Guaranty, in each case without causing the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposes, and thereafter counsel for the U.S. Borrower Borrowers reasonably acceptable to the Administrative Agent does not not, within 30 days after a request from the Administrative Agent or the Required Lenders Banks, deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerBorrowers, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of MMI which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (iA) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (iiy) of any promissory note issued by such Foreign Subsidiary to MMI or any of its Domestic Subsidiaries, (B) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (C) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries a Subsidiary Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (iA) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge security agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (iiB) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (C) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower Borrowers under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.14 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for Parent and/or the U.S. US Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and Parent or the U.S. US Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Parent which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to Parent or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit PartiesParties having a Material Adverse Effect, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the US Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. US Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. (a) If following a change in the relevant sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Silgan reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionwritten opinion or other evidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Silgan which has not already had all of its stock pledged pursuant to the US Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote to secure the Obligations of the US Credit Parties (as opposed to the Obligations of a Foreign Credit Party, including, for this purpose, any guaranty of such Obligations by a US Credit Party), (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty, (iii) the entering into by such Foreign Subsidiary of a pledge agreement substantially in the form of the US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries GuarantyGuaranty guaranteeing the Obligations of the US Borrowers, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to (and the US Pledge Agreement to secure the extent required by) Obligations of the Pledge and Security Agreement US Credit Parties shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge and Security Agreement Agreement, (or another pledge agreement in substantially similar form, if needed), and B) in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (only to the extent that same is a Foreign Credit Party) shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed, including by amending or otherwise modifying the comparable Foreign Security Document), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned SubsidiaryForeign Credit Party) shall execute and deliver (x) the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyUS Borrowers, in each case to the extent that the entering into such of the US Security Agreement, the US Pledge and Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, (after complying with any "whitewash" or other applicable proceedings) and with all documents delivered pursuant to this Section 10.14 7.10 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Holdings reasonably acceptable to the Administrative Agent does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerHoldings, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary (and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) of Holdings which has not already had all of its stock pledged pursuant to the a Pledge and Security Agreement, Agreement that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) entitled to votevote to secure the Obligations of the US Borrowers, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Subsidiaries Guaranty, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of a US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Subsidiaries Guaranty and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Subsidiaries GuarantyGuaranty guaranteeing the Obligations of the US Borrowers, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) outstanding capital stock so issued by such Foreign Subsidiary (or such Foreign Unrestricted Subsidiary), in each case not theretofore pledged pursuant to (the US Pledge Agreement to secure the Obligations of the US Borrowers and to of such Foreign Subsidiary under the extent required by) the Pledge and Security Agreement US Subsidiaries Guaranty shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Security Agreement (xor another security agreement in substantially similar form, if needed) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the US Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the US Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower US Borrowers under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such of the US Security Agreement, a US Pledge and Security Agreement or the US Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Internal Revenue Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably Company and the Permitted Borrowers acceptable to the Administrative Agent Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent Required Lenders and the U.S. BorrowerCompany, that, with respect to any wholly-owned each Significant Foreign Subsidiary that is not a Look-Through Subsidiary which whose entire share capital, to the extent owned, directly or indirectly, by the Company has not already had all been encumbered in favor of its stock pledged pursuant to the Pledge and Security Agreement, that Lenders (ia) a pledge of 66-2/32/3 % or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (iib) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyDomestic Guaranty by such Significant Foreign Subsidiary, in any either such case could reasonably be expected to would cause (A) the undistributed earnings of such Significant Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Significant Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (ia) above, that portion of such Significant Foreign Subsidiary’s 's outstanding capital stock so issued by such Significant Foreign Subsidiary not theretofore pledged pursuant to (and to the extent required by) the a Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the a Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing and, in the case of failure to deliver the evidence described in clause (b) above, such Significant Foreign Subsidiary’s obligations under Subsidiary shall execute and deliver the Subsidiaries GuarantyDomestic Guaranty (or another guaranty in substantially the same form, if needed), in each case to the extent that entering into such a Pledge and Security Agreement or Subsidiaries such Guaranty is permitted by under the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all such documents delivered pursuant to this Section 10.14 to 7.17 shall be in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Banks (including Sxxxxxxx & Cxxxxxxx and/or in-house counsel of the Borrower) does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerRequired Banks, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary (for purposes of this Section 8.15, the term "Foreign Subsidiary" shall include any Foreign Unrestricted Subsidiary) which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and or (iiy) the entering into of any promissory note issued by such Foreign Subsidiary to the Borrower or any of a guaranty in substantially the form of the Subsidiaries Guarantyits Domestic Subsidiaries, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case to the extent owned by a Credit Party and not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement, ) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement, (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyGuaranty and (iv) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock Equity Interests so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iv) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Pledge Agreement (xor another pledge agreement in substantially similar form, if needed) or the Security Agreement (or another security agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all assets, promissory notes and Equity Interests owned by such Foreign Subsidiary and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Security Agreements, the Pledge and Security Agreement or the Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 9.16 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.”.

Foreign Subsidiaries Security. If If, with respect to any ------------------------------ Foreign Subsidiary, following such Foreign Subsidiary's becoming subject to United States Federal income tax on its worldwide income or following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to thereunder that gives the Administrative Agent a reasonable basis to make a request under this Section 6.12, Holdings does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that (and in the case of clause (a) below, any Foreign Unrestricted Subsidiary) of Holdings (in the case of clause (a) below, all of the capital stock of which is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge US Collateral and Security Guaranty Agreement, ) that (ia) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) entitled to votevote to secure the Obligations of the US Borrower, and (iib) in the case of a Foreign Subsidiary that has entered into a Foreign Security Agreement, the entering into by such Foreign Subsidiary of a guaranty security agreement in substantially the form of such Foreign Security Agreement to secure the Subsidiaries Obligations of the US Borrower and to secure the Obligations of such Foreign Subsidiary under the Credit Documents, (c) in the case of a Foreign Subsidiary that has entered into a Foreign Pledge Agreement, the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of such Foreign Pledge Agreement to secure the Obligations of the US Borrower and to secure the Obligations of such Foreign Subsidiary under the Credit Documents and/or (d) in the case of a Foreign Subsidiary that has entered into a Foreign Guaranty, the entering into by such Foreign Subsidiary of a Guaranty in substantially the form of such Foreign Guaranty to guaranty the Obligations of the US Borrower and the other US Credit Parties under the Credit Documents, in any such case could reasonably be expected to cause (Ai) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for United States Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) United States parent for United States Federal income tax purposes or (Bii) other material adverse United States Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (ia) above, that portion of such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) outstanding capital stock so issued by such Foreign 119 Subsidiary (or such Foreign Unrestricted Subsidiary), in each case not theretofore pledged pursuant to (the US Collateral and Guaranty Agreement to secure the extent required by) Obligations of the Pledge US Borrower and Security of such Foreign Subsidiary under the US Collateral and Guaranty Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to the Pledge US Collateral and Security Guaranty Agreement (or another pledge agreement in a form substantially similar formto the pledge provisions of the US Collateral and Guaranty Agreement, with such modifications to such form as the Administrative Agent may reasonably request, if needed), and in the case of a failure to deliver the evidence described in clause clauses (iib), (c) or (d) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another such security, pledge and/or guaranty agreements in a form substantially similar formto the applicable Foreign Security Agreement, Foreign Pledge Agreement and/or Foreign Guaranty, with such modifications to such form as the Administrative Agent may reasonably request, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Parties a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and guaranteeing and securing the Obligations of the U.S. US Borrower under the Credit Documents and (y) under any Interest Rate Protection Agreement or Other Hedging Agreement and the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing obligations of such Foreign Subsidiary’s obligations under the Subsidiaries GuarantySubsidiary thereunder, in each case to the extent that the entering into of such Foreign Security Agreement, Foreign Pledge and Security Agreement and/or Guaranty (or Subsidiaries Guaranty document with substantially similar security, pledge and/or guaranty provisions) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 6.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any whollyWholly-owned Owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, Pledge and Security Agreement or Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If following Following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, the Administrative Agent may request in writing that the Borrower deliver to the Administrative Agent within 30 days after such request evidence reasonably satisfactory to the Administrative Agent that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could would no longer reasonably be expected to cause (Ax) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (By) other material materially adverse Federal income tax consequences to the Credit Parties, then and, to the extent such evidence is so delivered (in each caseor no evidence to the contrary is delivered within such 30-day period) the Borrower will, subject to any restrictions at the written request of the Administrative Agent or the Required Lenders, take one or more of the actions described in Section 10.15) the immediately succeeding sentence. Provided that the actions set forth in the case of a failure to deliver the evidence described in clause clauses (i) abovethrough (iii) above would not cause the conditions set forth in either clause (x) or (y) above to be met, then within 45 days after the Administrative Agent's request, (I) the Borrower will, or will cause its applicable Subsidiary to, pledge that portion of each such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in (II) the case of a failure to deliver the evidence described in clause (ii) above, Borrower will cause each such Foreign Subsidiary (to the extent that same it is a Wholly-Owned Subsidiary) shall to execute and deliver the Security Agreement and the Pledge Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of each such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (III) the Borrower will cause each such Foreign Subsidiary (to the extent it is a Wholly-Owned Subsidiary) to execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, Other Hedging Agreement; in each case to the extent that the entering into such the Security Agreement, Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following Following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Lender may request in writing that Borrower deliver to Lender within 60 days after such request evidence reasonably satisfactory to Lender that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could would not reasonably be expected to cause (Ax) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or purposes, (By) other material materially adverse Federal income tax or other consequences to the Credit PartiesParties or (z) violate or conflict with the laws applicable to such Foreign Subsidiary, then and, to the extent such evidence is so delivered (in each caseor no evidence to the contrary is delivered within such 60-day period) Borrower will, subject to any restrictions at the written request of Lender, take one or more of the actions described in Section 10.15) the immediately succeeding sentence. Provided that the actions set forth in the case of a failure to deliver the evidence described in clause clauses (i) abovethrough (iii) above would not cause the conditions set forth in either clause (x) or (y) above to be met, then within 45 days after Lender’s request, (I) Borrower will, or will cause its applicable Subsidiary to, pledge that portion of each such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lender pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (iiII) above, Borrower will cause each such Foreign Subsidiary (to the extent that same it is a Wholly-Owned Subsidiary) shall to execute and deliver the Security Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting Lender a security interest in all of each such Foreign Subsidiary’s assets and securing the Obligations of Borrower under the Credit Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and under any secured cash management arrangement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (III) Borrower will cause each such Foreign Subsidiary (to the extent it is a Wholly-Owned Subsidiary) to execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents Documents, under any Interest Rate Protection Agreement or Other Hedging Agreement and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guarantyany secured cash management arrangement, in each case to the extent that the entering into such Pledge and the Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant applicable to Section 10.15, such Foreign Subsidiary and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentLender.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionto the Administrative Agent evidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerRequired Lenders, with respect to any whollyForeign Wholly-owned Foreign Subsidiary that is not a Look-Through Owned Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote or, in the case of a Foreign Subsidiary whose capital stock is held by another Foreign Subsidiary, a pledge of any of the capital stock of such Foreign Subsidiary, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (AI) the undistributed earnings of such Foreign Subsidiary (or such Foreign Subsidiary's parent or indirect parent to the extent that such parent is also a foreign subsidiary) as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, Pledge and Security Agreement or Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (A) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall promptly execute and deliver the Security Agreement and Pledge Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement entered into with a Secured Creditor, in each case to the extent that the entering into such of the Security Agreement, Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Holdings reasonably acceptable to the Administrative Agent and the Required Lenders (including Xxxxxxxx & Xxxxxxxx and/or in-house counsel of Holdings) does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerRequired Lenders, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary (and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) which has not already had all of its stock pledged pursuant to the U.S. Pledge Agreement or the relevant U.S. Charge Over Shares and Notes, as applicable, to secure all of the Obligations (as defined in the respective such Security Agreement, Document) that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) entitled to votevote or (y) of any promissory note issued by such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the U.S. Pledge Agreement, (iii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the U.S. Security Agreement and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the U.S. Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15I) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's (or Foreign Unrestricted Subsidiary's, as the case may be) outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case to the extent owned by a Credit Party and not theretofore pledged pursuant to the U.S. Pledge Agreement or the relevant U.S. Charge Over Shares and Notes, as applicable, to secure all of the Obligations (and to as defined in the extent required by) the Pledge and respective such Security Agreement Document), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the U.S. Pledge Agreement or the relevant U.S. Charge Over Shares and Security Agreement Notes (or another pledge agreement in substantially similar form, if needed), and (II) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the U.S. Pledge Agreement (xor another pledge agreement in substantially similar form, if needed), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of the capital stock, other equity interests and promissory notes owned by such Foreign Subsidiary and securing the Obligations of BFPH under the Credit Documents and under any Interest Rate Protection -97- Agreement or Currency Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, (III) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets (other than the capital stock, other equity interests and promissory notes owned by such Foreign Subsidiary) and securing the obligations of BFPH under the Credit Documents and under any Interest Rate Protection Agreement or Currency Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower BFPH under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyCurrency Agreement, in each case to the extent that the entering into such of the U.S. Pledge and Agreement, the U.S. Security Agreement or the U.S. Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Borrowers reasonably acceptable to the Administrative Agent Agents does not within 30 days after a request from the Administrative Agent Agents or the Required Lenders deliver a legal opinion, its opinion (in form and substance mutually satisfactory reasonably acceptable to the Administrative Agent and the U.S. Borrower, Agents) with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock Equity Interests owned by any Domestic Loan Party pledged pursuant to the Pledge and a Domestic Security AgreementDocument, that (i) a pledge to secure the Obligations of any Domestic Loan Party of 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to vote, vote and (ii) the entering into by such Foreign Subsidiary of a guaranty security agreement in substantially the form of the Subsidiaries Guaranty, in any such case Domestic Guarantee and Security Agreement (with appropriate modifications to conform to applicable law) could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for U.S. Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock Equity Interests so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and a Domestic Security Agreement Document, shall be pledged to the Collateral Paying Agent for the benefit of the Secured Creditors pursuant to the Pledge a Domestic Security Document (with appropriate modifications to conform to and Security Agreement subject to limitations of law) (or another pledge guarantee and security agreement in substantially similar form, if needed)) and, and in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver a Foreign Guarantee and Foreign Security Agreement in substantially the form executed and delivered by the Foreign Loan Parties (xwith appropriate modifications to conform to and subject to limitations of law) (or another guarantee and security agreement in substantially similar form, if needed) securing the Subsidiaries Guaranty Obligations of U.S. Borrower and its obligations under any Swap Agreement with a Creditor and guaranteeing the Obligations of U.S. Borrower (with appropriate modifications to conform to and subject to limitations of law) (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s its obligations under the Subsidiaries Guarantyany Swap Agreement with a Creditor, in each case to the extent that the entering into of such Pledge and Security Agreement or Subsidiaries Guaranty agreements is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.19 to be in form and substance reasonably satisfactory to the Administrative AgentLead Arranger.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Agent or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderMajority Lenders, counsel for the U.S. Borrower reasonably Company acceptable to the Administrative Agent and the Majority Lenders does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually evidence satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that which is not a LookWholly-Through Owned Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Company that (i) a pledge of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantySubsidiary Guaranty or (iii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, in any such either case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other would otherwise violate a material adverse Federal income tax consequences to the Credit Partiesapplicable law, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and (ii) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another a guaranty in substantially similar form, if needed), guaranteeing of the Obligations of the U.S. Borrower Company under the Credit Documents Loan Documents, and (yiii) in the Pledge case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and Security Agreement (or another pledge deliver a security agreement granting the Collateral Agent for the benefit of the Lenders a security interest in substantially similar form, if needed) securing all of such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty's assets, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Majority Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Holdings reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security AgreementRequired Lenders, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary Equity Interests entitled to votevote of any Foreign Unrestricted Subsidiary owned by a U.S. Credit Party which has not already had all of its Equity Interests pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, and as applicable, to secure all of the Obligations (as defined in the respective such Security Document), (ii) the entering into by such a Foreign Subsidiary Guarantor of a guaranty pledge agreement in substantially the form of the U.S. Pledge Agreement, (iii) the entering into by a Foreign Subsidiary Guarantor of a security agreement in substantially the form of the U.S. Security Agreement and (iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in substan- -108- tially the form of the U.S. Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent or a deemed disposition of the shares of stock of such Foreign Subsidiary for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15I) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Unrestricted Subsidiary’s 's outstanding capital stock Equity Interests owned or held by a U.S. Credit Party and not theretofore pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all of the Obligations (and to as defined in the extent required byrespective such Security Document) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the U.S. Pledge and Security Agreement or the relevant Local Law Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and (II) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) Guarantor shall execute and deliver the U.S. Pledge Agreement (xor another pledge agreement in substantially similar form, if needed), granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary (other than Excluded Collateral) and securing the Obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, (III) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Security Agreement (or another security agreement in substantially similar form, if needed) granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary Guarantor's assets (other than the capital stock, other Equity Interests and promissory notes owned by such Foreign Subsidiary and such assets which constitute Excluded Collateral) and securing the obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and (IV) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such of the U.S. Pledge and Agreement, the U.S. Security Agreement or the U.S. Subsidiaries Guaranty (or similar such agreement or guaranty) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and/or the Required Lenders. Notwithstanding anything to the contrary contained in this Section 8.12, no Foreign Subsidiary shall be required to comply with the provisions of this Section 8.12 if the tax advisors for Holdings or such Subsidiary determine that there is a reasonable likelihood that such Foreign Subsidiary is, or has ever been, a passive foreign investment company within the meaning of Section 1297 of the Code.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Borrowers reasonably acceptable to the Administrative Agent does not within 30 60 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Administrative Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of any Borrower which has not already had all of its stock Equity Interests pledged pursuant to the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement, ) that (i) a pledge of 66-2/3% or more than 66⅔% of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement or (iv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to (x) cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal federal income tax purposes or (By) other otherwise subject any Borrower or such Foreign Subsidiary to material adverse Federal income tax consequences to the Credit Partiesconsequences, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock Equity Interests so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s assets or Equity Interests and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the obligations of the Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower Borrowers under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, the Pledge and Security Agreement or the Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 10.17 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement, ) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement, (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyGuaranty and (iv) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock Equity Interests so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement to secure all of the Obligations (as defined in the Pledge Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iv) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Pledge Agreement (xor another pledge agreement in substantially similar form, if needed) or the Security Agreement (or another security agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all assets, promissory notes and Equity Interests owned by such Foreign Subsidiary and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Security Agreements, the Pledge and Security Agreement or the Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 9.15 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If If, with respect to ------------------------------ any Foreign Subsidiary, following such Foreign Subsidiary's becoming subject to United States Federal income tax on its worldwide income or following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to thereunder that gives the Administrative Agent a reasonable basis to make a request under this Section 6.12, Holdings does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that (and in the case of clause (a) below, any Foreign Unrestricted Subsidiary) of Holdings (in the case of clause (a) below, all of the capital stock of which is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge US Collateral and Security Guaranty Agreement, ) that (ia) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) entitled to votevote to secure the Obligations of the US Borrower, and (iib) in the case of a Foreign Subsidiary that has entered into a Foreign Security Agreement, the entering into by such Foreign Subsidiary of a guaranty security agreement in substantially the form of such Foreign Security Agreement to secure the Subsidiaries Obligations of the US Borrower and to secure the Obligations of such Foreign Subsidiary under the Credit Documents, (c) in the case of a Foreign Subsidiary that has entered into a Foreign Pledge Agreement, the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of such Foreign Pledge Agreement to secure the Obligations of the US 115 Borrower and to secure the Obligations of such Foreign Subsidiary under the Credit Documents and/or (d) in the case of a Foreign Subsidiary that has entered into a Foreign Guaranty, the entering into by such Foreign Subsidiary of a Guaranty in substantially the form of such Foreign Guaranty to guaranty the Obligations of the US Borrower and the other US Credit Parties under the Credit Documents, in any such case could reasonably be expected to cause (Ai) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for United States Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) United States parent for United States Federal income tax purposes or (Bii) other material adverse United States Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (ia) above, that portion of such Foreign Subsidiary’s 's (or such Foreign Unrestricted Subsidiary's) outstanding capital stock so issued by such Foreign Subsidiary (or such Foreign Unrestricted Subsidiary), in each case not theretofore pledged pursuant to (the US Collateral and Guaranty Agreement to secure the extent required by) Obligations of the Pledge US Borrower and Security of such Foreign Subsidiary under the US Collateral and Guaranty Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to the Pledge US Collateral and Security Guaranty Agreement (or another pledge agreement in a form substantially similar formto the pledge provisions of the US Collateral and Guaranty Agreement, with such modifications to such form as the Administrative Agent may reasonably request, if needed), and in the case of a failure to deliver the evidence described in clause clauses (iib), (c) or (d) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another such security, pledge and/or guaranty agreements in a form substantially similar formto the applicable Foreign Security Agreement, Foreign Pledge Agreement and/or Foreign Guaranty, with such modifications to such form as the Administrative Agent may reasonably request, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Parties a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and guaranteeing and securing the Obligations of the U.S. US Borrower under the Credit Documents and (y) under any Interest Rate Protection Agreement or Other Hedging Agreement and the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing obligations of such Foreign Subsidiary’s obligations under the Subsidiaries GuarantySubsidiary thereunder, in each case to the extent that the entering into of such Foreign Security Agreement, Foreign Pledge and Security Agreement and/or Guaranty (or Subsidiaries Guaranty document with substantially similar security, pledge and/or guaranty provisions) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 6.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code IRC or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent Holdings does not not, within 30 days after a request from the Administrative Agent setting forth the assertion, and the basis thereof, that one or more of the Required Lenders conditions described in subdivision (i), (ii) or (iii) of this Section 5.12 will not have the effect set forth in subdivision (I) or (II) of this Section 5.12, deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holdings which has not already had all of its stock pledged pursuant to the General Pledge and Security Agreement, Agreement that (i) a pledge of 66-66 2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit PartiesParties having an adverse financial consequence to any Credit Party in any material respect, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the General Pledge and Security Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the General Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall promptly execute and deliver the Security Agreement and General Pledge Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting the Collateral Agent for the benefit of the Lenders a security interest in all of such Foreign Subsidiary’s assets which would be pledged to the Collateral Agent if such Foreign Subsidiary were a Domestic Subsidiary and securing the obligations of Borrower under the Loan Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Guaranteed Creditor and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Loan Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement entered into with a Guaranteed Creditor, in each case to the extent that the entering into such of the Security Agreement, General Pledge and Security Agreement or Subsidiaries Guaranty (and the pledge of a security interest thereunder) is permitted by (or feasible under) the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 to be in form and substance reasonably satisfactory to the Administrative Agentjurisdiction.

Foreign Subsidiaries Security. (a) If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Company reasonably acceptable to the Administrative Collateral Agent does not within 30 60 days after a written request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerCompany, with respect to any wholly-owned Foreign Material Subsidiary that is not a Look-Through Foreign Subsidiary or Foreign Subsidiary Holding Company which has not already had all of its stock Equity Interests pledged pursuant to the Pledge and Security Agreement, Documents that (i) a pledge (A) of 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holding Company entitled to vote, and (B) of any promissory note issued by such Foreign Subsidiary or Foreign Subsidiary Holding Company to the Company or any Domestic Subsidiary, (ii) the entering into by such Foreign Subsidiary or Foreign Subsidiary Holding Company of a guaranty security agreement in substantially the form of the Subsidiaries GuarantyCollateral Agreement and (iii) the entering into by such Foreign Subsidiary or Foreign Subsidiary Holding Company of a Guarantee in substantially the form of the Collateral Agreement, in any such case could reasonably be expected to would cause (A) all or any portion of the undistributed earnings of such Foreign Subsidiary or Foreign Subsidiary Holding Company as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material otherwise would have any adverse Federal income tax consequences effect on the Company with respect to the Credit PartiesTaxes, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s or Foreign Subsidiary Holding Company’s outstanding capital stock Equity Interests or any promissory notes so issued by such Foreign Subsidiary or Foreign Subsidiary Holding Company, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Documents shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Parties pursuant to the Pledge and Security Collateral Agreement (or another pledge agreement in substantially similar form, if needed) (it being understood that any such promissory note shall not be required to be delivered to the Collateral Agent but shall not be delivered to any other Person to secure any obligation), and (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) or Foreign Subsidiary Holding Company shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Collateral Agreement (or another pledge security agreement in substantially similar form), if needed) securing granting the Collateral Agent a security interest in all of such Foreign Subsidiary’s obligations under or Foreign Subsidiary Holding Company’s assets to secure the Subsidiaries GuarantyObligations, and (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary or Foreign Subsidiary Holding Company shall execute and deliver the Collateral Agreement (or another Guarantee in substantially similar form), Guaranteeing the Obligations, in each case to the extent that the entering into such Pledge and Security Collateral Agreement or Subsidiaries Guaranty other Guarantee is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15jurisdiction, including financial assistance rules, and with all documents delivered pursuant to this Section 10.14 5.15 to be in form and substance reasonably satisfactory to the Administrative Collateral Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Parent which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to Parent or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit PartiesParties having a Material Adverse Effect, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (under any Interest Rate Protection Aagreement or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following the Required Holders provide written notice to the Company, on the advice of counsel, that there has been a change in the relevant sections of the Code or the regulations, rules, rulings, notices notices, or other official pronouncements issued or promulgated thereunder, the Company shall seek an opinion from counsel for (which shall be chosen by the U.S. Borrower Company and reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerRequired Holders), with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Company which has not already had all of its stock Capital Stock and promissory notes or similar instruments pledged pursuant to the Pledge and Security Agreement, that (i) a pledge (A) of 66-2/3% or more of the total combined voting power of all classes of capital stock Capital Stock of such Foreign Subsidiary entitled to vote, and or (B) of any promissory note or similar instrument, issued by such Foreign Subsidiary to the Company or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty in form and substance substantially the form of identical to the Subsidiaries Guaranty, (iii) the entering into by such Foreign Subsidiary of a security agreement in form and substance substantially identical to the Security Agreement, or (iv) the entering into by such Foreign Subsidiary of a pledge agreement in form and substance substantially identical to the Pledge Agreement, in any such case could reasonably be expected to would not cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal United States federal income tax purposes or purposes. If the Company receives an opinion of independent counsel (BA) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence effect described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock Capital Stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Senior Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed), and in (B) to the case of a failure to deliver the evidence effect described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar identical form, if needed), guaranteeing the Obligations Obligations; (C) to the effect described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially identical form, if needed), granting to the Collateral Agent, for the benefit of the U.S. Borrower under Senior Creditors, a security interest in all of such Foreign Subsidiary’s assets and securing the Credit Documents Secured Obligations; or (D) to the effect described in clause (iv) above, such Foreign Subsidiary shall execute and (y) deliver the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed), pledging to the Collateral Agent, for the benefit of the Senior Creditors, all of the Capital Stock and promissory notes (or similar instruments) securing owned by such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Subsidiaries Guaranty, Security Agreement or Subsidiaries Guaranty Pledge Agreement is permitted by and enforceable under the laws Laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15jurisdiction, and with all documents delivered pursuant to this Section 10.14 to 8.12(c) shall be in form form, scope and substance reasonably satisfactory to the Administrative AgentRequired Holders.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent Agents does not within 30 days after a request from the Administrative Agent Agents or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent Agents and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall will execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) will execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (under any Interest Rate Protection Agree ment or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgents.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not or Required Lenders provides Company with an opinion addressed to Company of counsel (selected by Company within 30 days after a receiving the request from the of Administrative Agent or the Required Lenders deliver a legal opinion, Agent) that in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. Borrower, Company concludes that with respect to any wholly-owned Foreign Subsidiary that is not (i) an Other Subsidiary Borrower or a LookMaterial Subsidiary and (ii) a direct Wholly-Through Owned Subsidiary of Company or a Domestic Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreements that (i) a pledge of 66-2/365% or more (in the case of a direct Foreign Subsidiary) or all (in the case of any indirect Foreign Subsidiary) of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in would not cause any such case could reasonably be expected to cause (A) the undistributed earnings of such a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to such a Foreign Subsidiary’s United States parent for United States Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the a Pledge and Security Agreement shall be pledged upon entering all necessary documents to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement Agreements (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty agreement is permitted by the laws of the respective foreign jurisdiction and would jurisdiction; provided, however, that the amount of additional stock that may be required pursuant to Section 10.15, and with all documents delivered pledged pursuant to this Section 10.14 7.14 shall not exceed the amount of such stock that, in the opinion of such counsel, can be pledged without causing any such undistributed earnings of a Foreign Subsidiary to be in form and substance reasonably satisfactory treated as a deemed dividend. All reasonable out-of-pocket expenses incurred by Administrative Agent or the Required Lenders to the Administrative Agentobtain such an opinion shall be paid by Company.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Holdings reasonably acceptable to the Administrative Agent does not within 30 days after a written request from the Administrative Agent or the Required Requisite Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent Agent, Holdings and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock Stock pledged pursuant to the Pledge and Security Agreement, Agreements that (i) a pledge (x) of 66-2/3more than 65% or more of the total combined voting power of all classes of capital stock Stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty an Additional Grantor Acknowledgment in substantially the form of Exhibit B to the Subsidiaries Security Agreement and (iii) the entering into by such Foreign Subsidiary of an Additional Guarantor Supplement in the form of Schedule 1 to the Subsidiary Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock Stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the a Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the a Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver an Additional Grantor Acknowledgment in the form of Exhibit B to the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Agent for the benefit of the Lenders a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Loan Documents and, in the event and Additional Guarantor Supplement in the form of Schedule 1 to the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver an Additional Guarantor Supplement in the Subsidiaries form of Schedule 1 to the Subsidiary Guaranty (or another guaranty agreement in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyLoan Documents, in each case to the extent that the entering into such Pledge and Security Agreement Additional Grantor Acknowledgment (or Subsidiaries Guaranty alternative security agreement) or such Additional Guarantor Supplement (or alternative guaranty agreement) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15jurisdiction, and with all documents delivered pursuant to this Section 10.14 5.10 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and to be accompanied by closing documentation (including, without limitation, opinions of counsel for such Foreign Subsidiary) of the type described in Section 2 and the Closing Checklist as such Foreign Subsidiary would have had to deliver if such Foreign Subsidiary were a Domestic Subsidiary as of the Closing Date.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Borrowers reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, its opinion with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock owned by Holding or any of its Subsidiaries pledged pursuant to the a Securities Pledge and Security Agreement, that (i) a pledge to secure the Obligations of US Borrower or the Domestic Subsidiary Guarantor which is the parent of such Foreign Subsidiary, as the case may be, (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (y) of any promissory note issued by such Foreign Subsidiary to US Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement executed and delivered by the Domestic Subsidiary Guarantors (with appropriate modifications to conform to applicable law) and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyDomestic Subsidiary Guarantee guaranteeing the Obligations of US Borrower and CH Borrower, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) any other material adverse Federal income tax consequences to the Credit Loan Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the a Securities Pledge and Security Agreement Agreement, shall be pledged to the Collateral Administrative Agent for the benefit of the Secured Creditors pursuant to the a Securities Pledge Agreement (with appropriate modifications to conform to and Security Agreement subject to limitations of law) (or another pledge agreement in substantially similar form, if needed)) and, and in the case of a failure to deliver the evidence opinion with respect to the factors described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver a Security Agreement in substantially the form executed and delivered by the Foreign Subsidiary Guarantors (xwith appropriate modifications to conform to and subject to limitations of law) (or another security agreement in substantially similar form, if needed) securing the Subsidiaries Guaranty Obligations of US Borrower and CH Borrower and their obligations under any Swap Agreement with a Lender and, in the event a Guarantee guaranteeing the Obligations of US Borrower and/or CH Borrower shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder and, in the case of a failure to deliver the opinion with respect to the factors described in clause (iii) above, such Foreign Subsidiary shall execute and deliver a Guarantee guaranteeing the Obligations of US Borrower and CH Borrower (with appropriate modifications to conform to and subject to limitations of law) (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s their obligations under the Subsidiaries Guarantyany Swap Agreement with a Lender, in each case to the extent that the entering into of such Pledge and Security Agreement or Subsidiaries Guaranty Guarantee is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.18 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders; provided, however, that such Foreign Subsidiary shall not be required to pledge pursuant to a Foreign Subsidiary Security Agreement any property or assets that it would not have been required to pledge had it executed a Foreign Subsidiary Security Agreement at the Closing Date.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Agent or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderMajority Lenders, counsel for the U.S. Borrower reasonably Company acceptable to the Administrative Agent and the Majority Lenders does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually evidence satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that which is not a LookWholly-Through Owned Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Company that (i) a pledge of 66-2/3% b% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantySubsidiary Guaranty or (iii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, in any such either case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other would otherwise violate a material adverse Federal income tax consequences to the Credit Partiesapplicable law, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and (ii) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another a guaranty in substantially similar form, if needed), guaranteeing of the Obligations of the U.S. Borrower Company under the Credit Documents Loan Documents, and (yiii) in the Pledge case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and Security Agreement (or another pledge deliver a security agreement granting the Collateral Agent for the benefit of the Lenders a security interest in substantially similar form, if needed) securing all of such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty's assets, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 SECTION 7.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Majority Lenders.

Foreign Subsidiaries Security. If If, following a change that is reasonably determined to be relevant by the Administrative Agent in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Collateral Agent does not and the Required Lenders fails within 30 90 days after a reasonable request from the Administrative Collateral Agent or and the Required Lenders to deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Collateral Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holdings which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (A) of 66two-2/3% thirds or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (B) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty in form and substance substantially similar to the Guaranty, (iii) the entering into by such Foreign Subsidiary of a security agreement in form and substance substantially similar to the Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially similar to the Subsidiaries GuarantyPledge Agreement, in any such case could would reasonably be expected to be restricted by applicable Law of the jurisdiction of organization of such Foreign Subsidiary or would reasonably be expected to cause (A) the undistributed earnings or future earnings, if any, of such Foreign Subsidiary as determined for Federal United States federal income tax purposes to be treated included as a deemed dividend to gross income of such Foreign Subsidiary’s 's United States parent (or other domestic Affiliate) for Federal United States federal income tax purposes or purposes, then, (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in each case only to the extent that such pledge would not reasonably be expected to cause the undistributed earnings or future earnings, if any, of such Foreign Subsidiary as determined for United States federal income tax purposes to be included in gross income of such Foreign Subsidiary's United States parent (or other domestic Affiliate) for United States federal income tax purposes or would not reasonably be expected to be restricted by Applicable Law of the jurisdiction of organization of such Foreign Subsidiary; (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations Finance Obligations; (C) in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting to the Collateral Agent, for the benefit of the U.S. Borrower under Finance Parties, a security interest in all of such Foreign Subsidiary's assets and securing the Credit Documents Finance Obligations; and (yD) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing ), pledging to the Collateral Agent, for the benefit of the Finance Parties, all of the capital stock and promissory notes owned by such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and the Guaranty, Security Agreement or Subsidiaries Guaranty Pledge Agreement is permitted by the laws Laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 6.10(d) to be in form form, scope and substance reasonably satisfactory to the Administrative AgentCollateral Agent and the Required Lenders.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code and at the request of the Administrative Agent, any Co-Arranger or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderRequired Banks, counsel for the U.S. Borrower reasonably Silgan acceptable to the Administrative Agent and the Co-Arrangers does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a legal written opinion, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerCo-Arrangers, with respect to any wholly-owned Foreign Subsidiary that whose capital stock is not owned by a Look-Through Subsidiary which has not already had all of its stock pledged pursuant Credit Party, to the Pledge and Security Agreement, effect that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (iiy) the entering into of any promissory notes issued by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guarantyto Silgan or any other Credit Party, in any such either case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiesparent, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence opinion described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement. The Banks understand and Security agree that to the extent the capital stock of Canadian Holdco, Silgan Plastics Canada or any other Subsidiary of Canadian Holdco is required to be pledged pursuant to the Canadian Credit Facility such capital stock shall not be required to be pledged pursuant to this Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) such capital stock has theretofore been pledged pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under capital stock shall be released from the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 to be in form and substance reasonably satisfactory to the Administrative AgentLiens created thereunder).

Foreign Subsidiaries Security. (a) If following a change in the relevant sections of the Code or the regulations, rules, revenue rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Silgan reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionwritten opinion or other evidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Silgan which has not already had all of its stock pledged pursuant to the US Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote to secure the Obligations of the US Credit Parties, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the US Security Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty, (iii) the entering into by such Foreign Subsidiary of a pledge agreement substantially in the form of the US Pledge Agreement to secure the Obligations of the US Borrowers and of such Foreign Subsidiary under the US Borrowers/Subsidiaries Guaranty and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the US Borrowers/Subsidiaries GuarantyGuaranty guaranteeing the Obligations of the US Borrowers, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to (and the US Pledge Agreement to secure the extent required by) Obligations of the Pledge and Security Agreement US Credit Parties shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the US Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and (B) in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (only to the extent that same is a Foreign Credit Party) shall execute and deliver the US Security Agreement (or another security agreement in substantially similar form, if needed) and the US Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the US Borrowers and, in the event the US Borrowers/Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and (C) in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned SubsidiaryForeign Credit Party) shall execute and deliver (x) the US Borrowers/Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyUS Borrowers, in each case to the extent that the entering into such of the US Security Agreement, the US Pledge and Security Agreement or the US Borrowers/Subsidiaries Guaranty (or substantially similar documents) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, (after complying with any "whitewash" or other applicable proceedings) and with all documents delivered pursuant to this Section 10.14 7.10 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not or Required Lenders provides Company with an opinion addressed to Company of counsel (selected by Company within 30 days after a receiving the request from of the Administrative Agent or the Required Lenders deliver a legal opinion, Agent) that in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. Borrower, Company concludes that with respect to any wholly-owned Foreign Subsidiary that is not a LookWholly-Through Owned Subsidiary of the Company which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreements that (i) a pledge of 66-66 2/3% or more (in the case of a direct Foreign Subsidiary) or all (in the case of any indirect Foreign Subsidiary) of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in would not cause any such case could reasonably be expected to cause (A) the undistributed earnings of such a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to such a Foreign Subsidiary’s 's United States parent for United States Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreements shall be pledged upon entering all necessary documents to the Collateral Administrative Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement Agreements (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty agreement is permitted by the laws of the respective foreign jurisdiction and would jurisdiction; provided, however, that the amount of additional stock that may be required pursuant to Section 10.15, and with all documents delivered pledged pursuant to this Section 10.14 7.14 shall not exceed the amount of such stock that, in the opinion of such counsel, can be pledged without causing any such undistributed earnings of a Foreign Subsidiary to be in form and substance reasonably satisfactory treated as a deemed dividend. All reasonable out-of-pocket expenses incurred by Administrative Agent or the Required Lenders to the Administrative Agentobtain such an opinion shall be paid by Company.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and (which may consist of an opinion of tax counsel of the U.S. Borrower), with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-more than 66 2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit PartiesParties having an adverse financial consequence to any Credit Party in any material respect, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement prepared in substantially similar formcompliance with applicable local law, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall promptly execute and deliver the Security Agreement and Pledge Agreement (xor another security agreement or pledge agreement prepared in compliance with applicable local law, if needed), granting the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s assets and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with a Secured Creditor and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty prepared in substantially similar formcompliance with applicable local law, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement entered into with a Secured Creditor, in each case to the extent that the entering into such of the Security Agreement, Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guarantyany Interest Rate Protection Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant is not restricted by any contract or agreement to Section 10.15, which such Foreign Subsidiary is a party (to the extent such restriction is not insistent with this Agreement) and with all documents delivered pursuant to this Section 10.14 7.11 to be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall cause (i) any Voting Equity and Non-Voting Equity of any Foreign Subsidiary to be pledged to the Collateral Agent for the benefit of Secured Creditors, (ii) any Foreign Subsidiary to execute the Subsidiary Guaranty and (iii) any Foreign Subsidiary to execute the Security Agreement, in each case to the extent such action does not create any undesirable liability, tax or compliance issues under the laws of the United States or the jurisdiction of organization of such Foreign Subsidiary is not restricted by any contract or agreement to which such Foreign Subsidiary is a party (to the extent such restriction is not inconsistent with this Agreement) (including, without limitation, actual dividends being paid by any Foreign Subsidiary to the Borrower).

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not or Required Lenders provides Company with an opinion addressed to Company of counsel (selected by Company within 30 days after a receiving the request from the of Administrative Agent or the Required Lenders deliver a legal opinion, Agent) that in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. Borrower, Company concludes that with respect to any wholly-owned Foreign Subsidiary that is not (i) an Other Subsidiary Borrower or a LookMaterial Subsidiary and (ii) a direct Wholly-Through Owned Subsidiary which of Company or a Domestic Subsidiary which, in either case, has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreements that (i) a pledge of 66-2/3662/3% or more (in the case of a direct Foreign Subsidiary) or all (in the case of any indirect Foreign Subsidiary) of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in will not cause any such case could reasonably be expected to cause (A) the undistributed earnings of such a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to such a Foreign Subsidiary’s United States parent for United States Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the a Pledge and Security Agreement shall be pledged upon entering all necessary documents to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement Agreements (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty agreement is permitted by the laws of the respective foreign jurisdiction and would jurisdiction; provided, however, that the amount of additional stock that may be required pursuant to Section 10.15, and with all documents delivered pledged pursuant to this Section 10.14 7.14 shall not exceed the amount of such stock that, in the opinion of such counsel, can be pledged without causing any such undistributed earnings of a Foreign Subsidiary to be in form and substance reasonably satisfactory treated as a deemed dividend. All reasonable out-of-pocket expenses incurred by Administrative Agent or the Required Lenders to the Administrative Agentobtain such an opinion shall be paid by Company.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements pronounce ments issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyGuar anty, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agree ment or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary there under, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. each Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerRequired Banks, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any promissory note issued by such Foreign Subsidiary to Holdings or any of its U.S. Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form as the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of as the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the U.S. Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and the Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.16 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If (a) If, following a change in the relevant sections of the Internal Revenue Code or the regulations, rules, published rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably Company and the Permitted Borrowers acceptable to the Administrative Agent Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent Required Lenders and the U.S. BorrowerCompany, that, with respect to any wholly-owned each Significant Foreign Subsidiary that is not a Look-Through Subsidiary which whose entire share capital, to the extent owned, directly or indirectly, by the Company has not already had all been encumbered in favor of its stock pledged pursuant to the Pledge and Security Agreement, that Lenders (i) a pledge of 66-2/32/3 % or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyDomestic Guaranty by such Significant Foreign Subsidiary, in any either such case could reasonably be expected would cause such Significant Foreign Subsidiary's United States parent for Federal income tax purposes to cause (A) include in income all or a portion of the undistributed earnings of such Significant Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Significant Foreign Subsidiary’s 's outstanding capital stock so issued by such Significant Foreign Subsidiary not theretofore pledged pursuant to (and a Pledge Agreement shall, to the extent required by) owned, directly or indirectly, by the Pledge and Security Agreement shall Company, be pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the a Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed)) and, and in the case of a failure to deliver the evidence described in clause (ii) above, such Significant Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Domestic Guaranty (or another guaranty in substantially similar the same form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such a Pledge and Security Agreement or Subsidiaries such Guaranty is permitted by under the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all such documents delivered pursuant to this Section 10.14 7.17 shall be satisfactory to the Required Lenders, provided, however, that absent the occurrence and continuance of a Default or an Event of Default, any pledge or Domestic Guaranty made or provided pursuant to this Section 7.17 may be in form removed if counsel for the Company and substance the Permitted Borrowers subsequently delivers evidence reasonably satisfactory to Agent and the Administrative AgentRequired Lenders that such pledge or Domestic Guaranty would cause such Significant Foreign Subsidiary's United States parent for Federal income tax purposes to include all or a portion of the undistributed earnings of such Significant Foreign Subsidiary, it being understood that the parties intend that the share capital of any Foreign Subsidiary shall not be required to be pledged and no Foreign Subsidiary shall be required to issue a Guaranty if and to the extent that such Guaranty or Pledge Agreement would cause the Company or any Domestic Subsidiary to be required to include in income (for Federal income tax purposes) all or a portion of the undistributed earnings of such Foreign Subsidiary.

Foreign Subsidiaries Security. If If, following a change in the relevant sections Sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Collateral Agent and the Required Lenders does not within 30 days after a request from the Administrative Collateral Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Collateral Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holdings which has not already had all of its stock the Equity Interests issued by it pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (A) of 66-2/365.0% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (B) of any promissory note issued by such Foreign Subsidiary to the Borrower or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a guaranty in form and substance substantially identical to the Guaranty, (iii) the entering into by such Foreign Subsidiary of a security agreement in form and substance substantially identical to the Security Agreement, and (iv) the entering into by such Foreign Subsidiary of a pledge agreement substantially identical to the Subsidiaries GuarantyPledge Agreement, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal United States federal income tax purposes or purposes, then, (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15A) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement Agreement, shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Finance Parties pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar identical form, if needed), and ; (B) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar identical form, if needed), guaranteeing the Obligations Senior Obligations; (C) in the case of a failure to deliver the U.S. Borrower under evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Credit Documents and (y) the Pledge and Security Agreement (or another pledge security agreement in substantially similar identical form, if needed) securing ), granting to the Collateral Agent, for the benefit of the Finance Parties, a security interest in all of such Foreign Subsidiary’s obligations under assets and securing the Subsidiaries Guaranty, Senior Obligations; and (D) in each the case of a failure to deliver the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 to be evidence described in form and substance reasonably satisfactory to the Administrative Agent.clause

Foreign Subsidiaries Security. (a) If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or or, promulgated thereunder, counsel for the U.S. Borrower Company reasonably acceptable to the Administrative Agent does not within 30 60 days after a written request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerCompany, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Company which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any Promissory note issued by such Foreign Subsidiary to the Company or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) all or any portion of the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material otherwise would have any adverse Federal income tax consequences effect on the Company with respect to the Credit PartiesTaxes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrowers under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower Borrowers under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the relevant ----------------------------- sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Workflow reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. BorrowerWorkflow, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the U.S. Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the U.S. Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the U.S. Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for Federal United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal United States federal income tax purposes which would not be substantially offset by a foreign tax credit or other similar benefit of such United States parent or (BII) other material adverse Federal United States federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock so issued by such Foreign Subsidiary not theretofore pledged pursuant to (and to the extent required by) the U.S. Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the U.S. Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the U.S. Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the U.S. Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower Workflow under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security any Interest Rate Protection Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15Other Hedging Agreement, and with all documents delivered pursuant to this Section 10.14 7.13 to be in form and substance reasonably satisfactory to the Administrative Agent.

Foreign Subsidiaries Security. If following a change in the ----------------------------- relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent Agents does not within 30 days after a request from the Administrative Agent Agents or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent Agents and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Partiespurposes, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall will execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) will execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgents.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and at the request of the Agent or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderMajority Banks, counsel for the U.S. Borrower reasonably Company acceptable to the Administrative Agent and the Majority Banks does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually evidence satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that which is not a LookWholly-Through Owned Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security AgreementCompany, that (i) a pledge of 66-2/3% 66-(% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantyGuaranty or (iii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, in any such either case could reasonably be expected to would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other would otherwise violate a material adverse Federal income tax consequences to the Credit Partiesapplicable law, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Banks pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and (ii) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another a guaranty in substantially similar form, if needed), guaranteeing of the Obligations of the U.S. Borrower Company under the Credit Loan Documents and (yiii) in the Pledge case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and Security Agreement (or another pledge deliver a security agreement granting the Collateral Agent for the benefit of the Banks a security interest in substantially similar form, if needed) securing all of such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty's assets, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 SECTION 7.15 to be in form and substance reasonably satisfactory to the Administrative Agent.Agent and the Majority Banks. -70- 71

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary (and in the case of clause (i) below, any Foreign Unrestricted Subsidiary) of the Borrower which has not already had all of its stock Equity Interests pledged pursuant to the U.S. Pledge and Security Agreement, the Quebec Pledge Agreement or the Mexican Pledge Agreement, as applicable, to secure all of the Obligations (as defined in the respective Pledge Agreement) that (i) a pledge of more than 66-2/3% or more of the total combined voting power of all classes of capital stock Equity Interests of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the U.S. Pledge Agreement and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary (or Foreign Unrestricted Subsidiary) as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s (or Foreign Unrestricted Subsidiary’s) United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s (or Foreign Unrestricted Subsidiary’s, as the case may be) outstanding capital stock Equity Interests so issued by such Foreign Subsidiary (or Foreign Unrestricted Subsidiary, as the case may be), in each case not theretofore pledged pursuant to a U.S. Pledge Agreement, the Quebec Pledge Agreement or the Mexican Pledge Agreement, as applicable, to secure all of the Obligations (and to as defined in the extent required by) the respective Pledge and Security Agreement Agreement), shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the U.S. Pledge and Security Agreement, the Quebec Pledge Agreement or the Mexican Pledge Agreement, as applicable (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed) or the U.S. Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary’s assets or Equity Interests and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary (to the extent same is a Wholly-Owned Foreign Subsidiary) shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such Security Agreement, the U.S. Pledge and Security Agreement or the Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.12 to be in form and substance reasonably satisfactory to the Administrative Agent and/or the Collateral Agent.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Banks does not within 30 days after a request from the Administrative Agent or the Required Lenders Banks deliver a legal opinionevidence, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge (x) of 66-2/365% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (y) of any unsecured promissory note issued by such Foreign Subsidiary to Holdings or any of its Domestic Subsidiaries, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, in any such case could reasonably be expected to cause (AI) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (BII) other material adverse Federal federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock or any promissory notes so issued by such Foreign Subsidiary, in each case not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the Security Agreement (xor another security agreement in substantially similar form, if needed), granting the Secured Creditors a Lien in all of such Foreign Subsidiary’s assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiary Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such Pledge and Security Agreement or Subsidiaries Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 7.13 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks; provided that the provisions of this Section 7.13 shall not apply if the combined assets of the Foreign Subsidiaries are less than 10.0% of the total consolidated assets of Holdings and its Subsidiaries as determined in accordance with GAAP; provided further that the Administrative Agent may, in its reasonable discretion elect not to perfect in any assets of any Foreign Subsidiary if the Administrative Agent determines that it is not feasible or economical to attain any such perfection according to the laws of the applicable foreign jurisdiction.

Foreign Subsidiaries Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionto the Administrative Agent evidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerRequired Lenders, with respect to any whollyForeign Wholly-owned Foreign Subsidiary that is not a Look-Through Owned Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to votevote or, in the case of a Foreign Subsidiary whose capital stock is held by another Foreign Subsidiary, a pledge of any of the capital stock of such Foreign Subsidiary, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the PCA Security Agreement, (iii) the entering into by such Foreign Subsidiary of a pledge agreement in substantially the form of the Pledge Agreement and (iiiv) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to would cause (AI) the undistributed earnings of such Foreign Subsidiary (or such Foreign Subsidiary's parent or indirect parent to the extent that such parent is also a foreign subsidiary) as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) or (iii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver the PCA Security Agreement (xor another security agreement in substantially similar form, if needed) or the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), as the case may be, granting to the Collateral Agent for the benefit of the Secured Creditors a security interest in all of such Foreign Subsidiary's assets or the capital stock and promissory notes owned by such Foreign Subsidiary, as the case may be, and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iv) above, such Foreign Subsidiary shall execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into of such PCA Security Agreement, Pledge and Security Agreement or Subsidiaries Guaranty (or substantially similar document) is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.14 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Foreign Subsidiaries Security. (a) If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower Holdings reasonably acceptable to the Administrative Agent does not Agent, within 30 days after a request from the Administrative Agent or the Required Lenders Banks, does not deliver a legal opinion, in form and substance evidence mutually satisfactory to Holdings and the Administrative Agent and the U.S. Borrowerthat, with respect to any wholly-owned Foreign Subsidiary that is not of Holdings which (x) the Administrative Agent or the Required Banks determine to be material to the business of Holdings and its Subsidiaries taken as a Look-Through Subsidiary which whole and (y) has not already had all of its stock pledged pursuant to the a Pledge and Security Agreement, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Subsidiary Guaranty, with such changes as are required to comply with local law (the "Foreign Subsidiary Guaranty"), in any such case could reasonably be expected to case, would cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes in each case as a result of such Foreign Subsidiary pledging its assets (directly or (Bindirectly) other material adverse Federal income tax consequences to secure the Obligations of the Borrower and each Subsidiary under the Credit PartiesDocuments and the obligations of the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Foreign Subsidiary Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower and each Subsidiary of the Borrower under the Credit Documents and (y) the Pledge and Security obligations of the Borrower under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case Other Hedging Agreement to the extent that the entering into of the Foreign Subsidiary Guaranty, the pledge of the additional shares of capital stock and the amendment to such Pledge and Security Agreement or Subsidiaries Guaranty Documents (i) is permitted by the laws of the respective foreign jurisdiction jurisdiction, (ii) is commercially reasonable and (iii) would be required pursuant not, in the reasonable opinion of Holdings and the Administrative Agent, result in any adverse tax consequences to Section 10.15Holdings or its Subsidiaries, and with all documents delivered pursuant to this Section 10.14 7.12(a) to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Banks.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code Code, the regulations and rules promulgated thereunder and any rulings issued thereunder and all other applicable Requirements of Law of any applicable Governmental Authority and at the request of the Administrative Agent or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunderRequired Lenders, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent and the Required Lenders does not within 30 days after a such request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually evidence reasonably satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that which is not a LookWholly-Through Owned Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Company that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries GuarantySubsidiary Guaranty or (iii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreements, in any such either case could reasonably be expected to cause (A) would create a substantial risk that the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to would be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (B) other would otherwise violate a material adverse Federal income tax consequences to the Credit Partiesapplicable Requirement of Law, then (in each case, subject to any restrictions described in Section 10.15a) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and the Pledge Agreement shall be pledged to Administrative Agent for the benefit of the Lenders pursuant to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors Lenders pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and (b) in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another a guaranty in substantially similar form, if needed), guaranteeing of the Obligations of the U.S. Borrower Company under the Credit Documents Loan Documents, and (yc) in the Pledge case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall execute and Security Agreement (or another pledge deliver a security agreement granting Administrative Agent for the benefit of the Lenders a security interest in substantially similar form, if needed) securing such portion of such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty's assets as a Lien can be granted, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 SECTION 7.15 to be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Foreign Subsidiaries Security. If If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent Holding does not within 30 45 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinionevidence, in form and substance mutually reasonably satisfactory to the Administrative Agent and the U.S. BorrowerAgent, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary of Holding which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, Agreement that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iiiii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (AI) the any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's United States parent for Federal income tax purposes or (BII) other material adverse Federal income tax consequences to the Credit PartiesParties having a Material Adverse Effect, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s 's outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall promptly execute and deliver the Security Agreement and Pledge Agreement (xor another security agreement or pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of Holding and the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security under any Interest Rate Protection Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries GuarantyOther Hedging Agreement, in each case to the extent that the entering into such of the Security Agreement, Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 8.13 to be in form and substance reasonably satisfactory to the Administrative Agent.