Common use of Future Subsidiaries Clause in Contracts

Future Subsidiaries. Cause: (a) each Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan Documents.

Future Subsidiaries. CauseThe Company hereby covenants and agrees as follows: (a) each Subsidiary of Upon any Obligor not in existence on Person becoming, after the Closing Date, a Subsidiary of the Company or (in the case of clause (a)(ii) below only) upon the Company or any Subsidiary of the Company acquiring additional Capital Stock of any existing Subsidiary other than an Unrestricted Subsidiary, the Company shall notify the Agents thereof and: (i) the Company shall promptly cause any such Subsidiary that is a U.S. Subsidiary (unless such U.S. Subsidiary is an Unrestricted Subsidiary or the Trademark Subsidiary) to execute and deliver to the Agent promptly and in any event within 10 Business Days after Administrative Agent, with counterparts for each Lender, the formationSubsidiary Security Agreement (or a supplement thereto) (and, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which if such Subsidiary shall be made a party to this Agreement as a Borrowerowns any real property, (ii) a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required by clause (b) of Section 7.1.8, a Mortgage), together with Uniform Commercial Code financing statements (Form UCC-1) executed and delivered by such U.S. Subsidiary naming such U.S. Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the terms Uniform Commercial Code and any other applicable recording statutes, in the case of this Agreementreal property, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents all jurisdictions as may be reasonably required by necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent with respect to each such real property, and (iv) pursuant to the extent required under Subsidiary Security Agreement or a Mortgage, as the terms case may be (other than the perfection of this Agreementsecurity interests in motor vehicles); and (ii) the Company shall promptly deliver, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported cause to be covered by any such Guaranty and Collateral delivered, to the Administrative Agent under a Pledge Agreement (or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by a supplement thereto) certificates (if any) representing all of the terms, covenants issued and agreements contained in the Loan Documents and that all property and assets outstanding shares of Capital Stock of such Subsidiary (other than Excluded Assets any Unrestricted Subsidiary) owned by the Company or any Subsidiary of the Company that is a U.S. Subsidiary or a Subsidiary Guarantor (other than any Unrestricted Subsidiary), as the case may be, along with undated stock powers for such certificates, executed in blank, or, if any securities subject thereto are uncertificated securities, the Administrative Agent shall have obtained "control" (as defined in the Guaranty Uniform Commercial Code applicable to the perfection of such securities) over such securities, or other appropriate steps shall have been taken under applicable law resulting in the perfection of the security interest granted in such securities in favor of the Administrative Agent pursuant to the terms of such Pledge Agreement; together, in each case, with such opinions, in form and Collateral Agreementsubstance and from counsel satisfactory to the Agents, as the Agents may reasonably require; provided, however, that notwithstanding the foregoing, no Non-U.S. Subsidiary shall be required to execute and deliver a Mortgage or a Subsidiary Security Agreement (or a supplement thereto)) shall become Collateral for , nor will the ObligationsCompany or any Subsidiary of the Company be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock of a Non-U.S. Subsidiary entitled to vote. (b) each owner Upon any Person (other than the Trademark Subsidiary or any Unrestricted Subsidiary) becoming, after the Closing Date, a U.S. Subsidiary of the Equity Interests Company, the Company shall notify the Agents of any such event, and the Company shall promptly cause such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after to the formation or acquisition of such Administrative Agent, with counterparts for each Lender, a Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement)Guaranty, together with (i) certificates evidencing all of such opinions, in form and substance and from counsel satisfactory to the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral AgreementAgents, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent Agents may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agentrequire. (c) If the election is made to treat any Restricted Subsidiary that is a Non-U.S. Subsidiary, whether existing on the date of this Agreement or acquired or created hereafter, as a partnership or a branch of the Company for United States federal income tax purposes, within 60 days after the election is made, the Company shall notify the Agents of such event, and the Company shall promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent, with counterparts for each Lender, a Subsidiary Guaranty, together with such opinions, in form and substance and from counsel satisfactory to the Agents, as the Agents may reasonably require. Notwithstanding the foregoing, no Foreign if any such Restricted Subsidiary shall cease to be required to become an Obligor (andtreated as a partnership or branch of the Company, then, as such, shall not be required to deliver of the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests date of a Foreign Subsidiary are owned by an Obligorsuch status termination, such Obligor Restricted Subsidiary's status as a Subsidiary Guarantor hereunder shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan Documentsalso cease.

Future Subsidiaries. Cause: (a) each Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantorabove; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan DocumentsObligor.

Future Subsidiaries. CauseEach Borrower shall, at least 30 days prior to the date on which any Person becomes a direct or indirect Subsidiary of such Borrower after the Closing Date, notify the Agent of that fact and, on or prior to such date: (a) each cause such Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly a Subsidiary Assumption Agreement and the Note Allonges for all then outstanding Notes (which agreement and allonges shall also have been executed and delivered by all other then existing Borrowers), a Pledge Agreement, a Security Agreement and an Intellectual Property Security Agreement, to deliver to the Agent a letter from the Process Agent as to such Subsidiary substantially in any event within 10 Business Days after the formationform of the letters so delivered by the Process Agent as to the Borrowers on the Closing Date and to take all such further actions and execute and file all such further documents and instruments and obtain such search reports 91 101 (including actions, acquisition or change documents and instruments comparable to those described in status thereofSection 3.1(h), (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower), (ii) a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreementj), (Bm) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (Cn)) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real propertynecessary or, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request opinion of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above desirable to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) create in favor of the Agent, for the benefit of Lenders, a valid and perfected first priority Lien on all of the Agents property and assets of such Subsidiary subject to Permitted Liens; (b) deliver to the Agent (i) certified copies of such Subsidiary's certificate or articles of incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to the Agent, (ii) a copy of such Subsidiary's by-laws, certified by its corporate secretary or an assistant secretary as of a recent date prior to their delivery to the Agent, (iii) a certificate executed by the secretary or an assistant secretary of such Subsidiary as to (x) stating that the attached resolutions of the Board of Directors of such Subsidiary approve and authorize the execution, delivery and performance of such Loan Documents, are in full force and effect and have not been modified or amended and (y) certifying the incumbency and signatures of the Responsible Officers of such Subsidiary executing such Loan Documents, and (iv) a favorable opinion of counsel to such Borrower, in form and substance reasonably satisfactory to the Agent, as to (w) the due organization and good standing of such Subsidiary, (x) the due authorization, execution and delivery by such Subsidiary of such Loan Documents (and by all other then existing Borrowers of such Subsidiary Assumption Agreement and Note Allonges), (y) the enforceability of such Loan Documents against such Subsidiary (and of such Subsidiary Assumption Agreement and Note Allonges against such other Borrowers) and (z) such other matters (including matters relating to the creation and perfection of Liens in any Collateral pursuant to such Loan Documents and the LendersPledge) as the Agent may reasonably request, in 65% all of the voting Equity Interests foregoing to be reasonably satisfactory in form and substance to the Agent; and (c) comply with Section 7.18 in respect of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan DocumentsSubsidiary.

Future Subsidiaries. Cause:Upon any Person becoming, after the Effective Date, a U.S. Subsidiary of Holdings or the Borrower that is a Restricted Subsidiary, or (in the case of clause (b) below only) upon Holdings, the Borrower or any such Subsidiary acquiring additional Capital Stock of any existing Subsidiary that is a Restricted Subsidiary, in each case other than pursuant to the Acquisition, the Borrower shall so notify the Administrative Agent, and (a) each Holdings or the Borrower shall promptly cause such U.S. Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formationCollateral Agent, acquisition or change in status thereofwith counterparts for each Lender, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Guaranty and Collateral Agreementa supplement to the Pledge and Security Agreement (and, together with (A) certificates evidencing all of the Equity Interests of if such U.S. Subsidiary owns any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreementreal property, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required by clause (b) of Section 7.1.8, a Mortgage), together with UCC financing statements (form UCC-1) delivered by such U.S. Subsidiary naming such U.S. Subsidiary as the debtor and the Collateral Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the terms UCC and any other applicable recording statutes, in the case of this Agreementreal property, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents all jurisdictions as may be reasonably required by necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interest of the Collateral Agent with respect to each such real property, and (iv) pursuant to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty Pledge and Collateral Security Agreement or Mortgage or otherwise to effect a Mortgage, as the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary case may be (other than Excluded Assets (as defined the perfection of security interests in motor vehicles, foreign intellectual property or inventory and equipment located at document service centers maintained by Holdings, the Guaranty and Collateral AgreementBorrower or any of the Restricted Subsidiaries at sites owned or leased by clients of Holdings, the Borrower or any such Restricted Subsidiary)) shall become Collateral for the Obligations.; and (b) each owner Holdings or the Borrower shall promptly deliver, or cause to be delivered, to the Administrative Agent under the Pledge and Security Agreement certificates (if any) representing all of the Equity Interests issued and outstanding shares of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition Capital Stock of such Subsidiary that are certificated securities and are owned by Holdings, the Borrower or any Restricted Subsidiary of Holdings or the Borrower that is a Pledge Amendment (U.S. Subsidiary, as defined in the Guaranty and Collateral Agreement)case may be, together along with (i) certificates evidencing all undated powers of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment transfer for such Equity Interests certificates, executed in blank blank; together, in each case, with signature guaranteedsuch opinions, (iii) such opinions of in form and substance and from counsel satisfactory to the Collateral Agent, as the Administrative Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding require; provided that notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (andexecute and deliver a Mortgage or a supplement to the Guaranty or a supplement to the Pledge and Security Agreement, as suchnor will Holdings, shall not the Borrower or any U.S. Subsidiary of the Borrower be required to deliver the documents required by clause (i) above or become grant a Guarantor; provided, however, that if the Equity Interests security interest in Voting Stock of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request in excess of 65% of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization Voting Stock of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan Documents.

Future Subsidiaries. Cause:Upon any Person becoming, after the Effective Date, a Subsidiary (other than a Subsidiary with assets of less than $10,000) of either Borrower, or upon either Borrower or any Subsidiary thereof acquiring additional Capital Stock of any existing Subsidiary, such Borrower shall notify its respective Agent of such acquisition, and (a) each Subsidiary of any Obligor not in existence on the Closing Datesuch Borrower shall promptly (and, to execute and deliver to the Agent promptly and in any event event, within 10 three Business Days after in the formation, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all case of the Equity Interests of any Person owned by such Subsidiary required matters referred to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary below (other than Excluded Assets (as defined in the Guaranty respect of a Mortgage on a Premises) and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner 90 days in respect of the Equity Interests of any matters referred to below relating to a Mortgage) cause such Subsidiary to execute and deliver to its respective Agent, with counterparts for each Lender, a US Subsidiary Guaranty (if such Subsidiary is a US Credit Facilities Guarantor) or a UK Subsidiary Guaranty (if such Subsidiary is a UK Credit Facilities Guarantor) or a supplement to a Subsidiary Guaranty and a US Subsidiary Security Agreement (if such Subsidiary is a US Credit Facilities Guarantor) or a UK Subsidiary Security Agreement (if such Subsidiary is a UK Credit Facilities Guarantor) or a supplement to a Subsidiary Security Agreement (and, if such Subsidiary owns any Premises having a value as determined in good faith by the Agents in excess of $1,000,000, a Mortgage), together with Uniform Commercial Code financing statements (form UCC-1) executed and delivered by the Subsidiary naming the Subsidiary as the debtor and the applicable Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code (or under English law in the case of a UK Subsidiary), and any other applicable recording statutes, in the case of Premises, in form for filing or recording, as applicable, in all jurisdictions as may be necessary or, in the reasonable opinion of such Agent, desirable to perfect or grant the security interest of such Agent pursuant to a Subsidiary Security Agreement or a Mortgage, as the case may be (which filings may be made at such time as such Agent may deem appropriate under the circumstances); and (b) such Borrower shall promptly (and in any event within 10 three Business Days after Days) deliver a supplement to its respective Pledge Agreement and deliver, or cause to be delivered, to respective Agent under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the formation or acquisition issued and outstanding shares of Capital Stock of such Subsidiary owned by such Borrower or any Subsidiary of such Borrower, as the case may be, along with undated stock powers for such certificates, executed in blank, or, if any securities subject thereto are uncertificated securities, confirmation and evidence satisfactory to such Agent that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, under applicable law resulting in the perfection of the security interest granted in favor of such Agent pursuant to the terms of a Pledge Amendment Agreement; in each case, with such opinions, in form and substance and from counsel satisfactory to such Agent, as such Agent may reasonably require to be delivered within 95 days thereafter (or such later number of days as such Agent may approve) (but which opinions as to Mortgages shall consist of opinions as to the power and authority to execute and deliver the Mortgage, the due authorization of the execution and delivery of the Mortgage and the due execution and delivery of such Mortgage and, in the case of any Mortgage on Premises having a value (as defined determined by the US Borrower) in excess of $5,000,000 or on Premises located in the Guaranty and Collateral AgreementState of California, the enforceability of such Mortgage); provided, together with that notwithstanding the foregoing, (i) certificates evidencing all of the Equity Interests of such no Non-U.S. Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary MSG Investments shall be required to become an Obligor execute and deliver a Mortgage, a Subsidiary Guaranty or a supplement to the Subsidiary Guaranty or a Security Agreement or a supplement to the Security Agreement, nor will the US Borrower or any Subsidiary of the US Borrower be required to deliver in pledge pursuant to a Pledge Agreement in excess of 65% of the total combined voting power of all classes of Capital Stock of MSG Investments or a Non-U.S. Subsidiary entitled to vote except to the extent such pledge in excess of such 65% could not reasonably be expected to result in material tax liabilities for the US Borrower (andas determined in good faith by the US Borrower) at any time prior to June 30, as such, 2006 and (ii) the Luxembourg Subsidiary shall not be required to deliver comply with the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests foregoing provisions of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above this Section 9.1.7 except to the Agent, and take all commercially reasonable actions extent such compliance could not be reasonably requested by the Agent or otherwise necessary expected to grant and to perfect a first-priority Lien (subject to Permitted Liens) result in favor of the Agent, material tax liabilities for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement US Borrower or any of its Subsidiaries. The Borrowers shall use their commercially reasonable efforts to complete the other Loan Documentsmerger of Raven Hire Limited and certain of its Subsidiaries and the UK Borrower with and into Freepeak Limited as soon as practicable and, in any event, on or before May 13, 2002.

Future Subsidiaries. Cause:Upon any Person becoming, after the Closing Date, a U.S. Subsidiary of Holdco that is a Restricted Subsidiary or, in the event there is a change in United States federal and any similar applicable state income tax laws such that a guarantee, grant of a security interest or pledge by a Non-U.S. Subsidiary of Holdco that is a Restricted Subsidiary would not result in a deemed dividend or other adverse income tax consequences to Holdco or the Company, a Non-U.S. Subsidiary of Holdco that is a Restricted Subsidiary, or (in the case of CLAUSE (b) below only) upon Holdco or any such Subsidiary acquiring additional Capital Stock of any existing Subsidiary that is a Restricted Subsidiary, the Company shall notify the Agents of such acquisition or change, and shall (but in the case of any such Non-U.S. Subsidiary only to the extent reasonably requested by the Agents) (a) each Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of cause any such Subsidiary to execute and deliver to the Administrative Agent, with counterparts for each Lender, a supplement to the Subsidiary Guaranty and a supplement to the Security Agreement (and, if such Subsidiary owns any real property, to the extent required by CLAUSE (b) of SECTION 7.1.8, a Mortgage), together with Uniform Commercial Code financing statements (Form UCC-1) executed and delivered by such Subsidiary naming such Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent pursuant to the Security Agreement or a Mortgage, as the case may be (other than the perfection of security interests in motor vehicles or inventory and equipment located at document service centers maintained by Holdco or any of its Restricted Subsidiaries at sites owned or leased by clients of Holdco or any such Restricted Subsidiary); and (b) promptly deliver, or cause to be delivered, to the Administrative Agent under a Pledge Agreement (or a supplement thereto) certificates (if any) representing all of the issued and in any event within 10 Business Days after the formation or acquisition outstanding shares of Capital Stock of such Subsidiary owned by Holdco or any Restricted Subsidiary that is a Pledge Amendment U.S. Subsidiary or, in the event there is a change in United States federal and any similar applicable state income tax laws such that a pledge by a Non-U.S. Subsidiary that is a Restricted Subsidiary would not result in a deemed dividend or other adverse income tax consequences to Holdco or the Company, any Restricted Subsidiary that is a Non-U.S. Subsidiary, as the case may be, along with undated stock powers for such certificates, executed in blank, or, if any securities subject thereto are uncertificated securities, the Administrative Agent shall have obtained "control" (as defined in the Guaranty and Collateral Agreement)Uniform Commercial Code applicable to such securities) over such securities, together with (i) certificates evidencing all or other appropriate steps shall have been taken under applicable law resulting in the perfection of the Equity Interests security interest granted in such securities in favor of such Subsidiary required the Administrative Agent pursuant to be pledged under the terms of such Pledge Agreement; together, in each case, with such opinions, in form and substance and from counsel reasonably satisfactory to the Guaranty and Collateral AgreementAgents, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent Agents may reasonably request and (iv) such other agreementsrequire; PROVIDED, instrumentsHOWEVER, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding that notwithstanding the foregoing, no Foreign Non-U.S. Subsidiary shall be required to become an Obligor (andexecute and deliver a Mortgage, as sucha supplement to the Subsidiary Guaranty, shall not a supplement to the Security Agreement or a supplement to a Pledge Agreement, nor will Holdco or any Restricted Subsidiary be required to deliver the documents required by clause (i) above or become in pledge pursuant to a Guarantor; provided, however, that if the Equity Interests Pledge Agreement in excess of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the total combined voting Equity Interests of such Foreign Subsidiary and 100% power of all classes of Capital Stock of a Non-U.S. Subsidiary entitled to vote unless (i) there is a change in United States federal and any similar state income tax laws such that no deemed dividend or other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event adverse income tax consequences to Holdco or the Company would result therefrom and (ii) the Agents shall such Foreign Subsidiary become a Guarantor under this Agreement or any of have reasonably requested the other Loan Documentssame.

Future Subsidiaries. Cause:Upon any Person (other than the Receivables Subsidiaries) becoming, after the Closing Date, a Subsidiary of the Company, or (in the case of clause (b) below only) upon the Company or any U.S. Subsidiary (other than the Receivables Subsidiaries) acquiring additional Capital Stock of any existing Subsidiary, the Company shall notify the Agents of such acquisition, and (a) each the Company shall promptly cause any such Subsidiary of any Obligor not in existence on the Closing Date, that is a U.S. Subsidiary to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formationAdministrative Agent, acquisition or change in status thereofwith counterparts for each Lender, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Subsidiary Co-Obligation Agreement and Guaranty and Collateral Agreementa supplement to the Subsidiary Security Agreement (and, if such Subsidiary owns any real property, to the extent required by clause (b) of Section 7.1.8, a Mortgage), together with Uniform Commercial Code financing statements (AForm UCC-1) executed and delivered by such U.S. Subsidiary naming such U.S. Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent pursuant to the Subsidiary Security Agreement or a Mortgage, as the case may be (other than the perfection of security interests in motor vehicles); and (b) the Company shall promptly deliver, or cause to be delivered, to the Administrative Agent under a Pledge Agreement (or a supplement thereto) certificates evidencing (if any) representing all of the Equity Interests issued and outstanding shares of any Person Capital Stock of such Subsidiary owned by such the Company or any U.S. Subsidiary required to be pledged under the terms of the Guaranty and Collateral AgreementCompany, (B) as the case may be, along with undated stock powers for such Equity Interests certificates, executed in blank with signature guaranteedblank, and (C) such opinions of counsel as or, if any securities subject thereto are uncertificated securities, the Administrative Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets have obtained "control" (as defined in the Guaranty and Collateral Agreement)Uniform Commercial Code applicable to such securities) over such securities, or other appropriate steps shall become Collateral for have been taken under applicable law resulting in the Obligations. (b) each owner perfection of the Equity Interests of any security interest granted in such Subsidiary to execute and deliver promptly and securities in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all favor of the Equity Interests of such Subsidiary required Administrative Agent pursuant to be pledged under the terms of such Pledge Agreement; together, in each case, with such opinions, in form and substance and from counsel satisfactory to the Guaranty and Collateral AgreementAgents, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent Agents may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantorrequire; provided, however, that if notwithstanding the Equity Interests of foregoing, no Non-U.S. Subsidiary shall be required to execute and 124 133 deliver a Foreign Mortgage, a supplement to the Subsidiary are owned by an ObligorCo-Obligation Agreement and Guaranty, such Obligor shall deliver all such documentsa supplement to the Security Agreement or a supplement to a Pledge Agreement, instruments, agreements (including, without limitation, at nor will the reasonable request Company or any Subsidiary of the Agent, Company be required to deliver in pledge pursuant to a pledge agreement governed by the laws Pledge Agreement in excess of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the total combined voting Equity Interests of such Foreign Subsidiary and 100% power of all other Equity Interests classes of such Foreign Capital Stock of a Non-U.S. Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan Documentsentitled to vote.

Future Subsidiaries. Cause:Upon any Person becoming, after the Closing Date, a direct Subsidiary of any Borrower or any Subsidiary Guarantor, or (in the case of CLAUSE (b) below only) upon any Borrower or any Subsidiary Guarantor acquiring additional Capital Stock of any existing direct Subsidiary of such Borrower or Subsidiary Guarantor, VHC shall notify the Agents of such acquisition, and (a) each if such new Subsidiary of any Obligor not in existence on the Closing Dateis a U.S. Subsidiary, VHC shall promptly cause such Subsidiary to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formationAdministrative Agent, acquisition or change in status thereofwith counterparts for each Lender, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Subsidiary Guaranty or, in the case of a wholly-owned U.S. Subsidiary a Joinder Agreement pursuant to SECTION 11.15 hereof, together in each case with a supplement to the Pledge and Collateral AgreementSecurity Agreement (and, if such Subsidiary owns any real property, to the extent required by CLAUSE (b) of SECTION 7.1.9 a Mortgage with respect to all such real property), together with Uniform Commercial Code financing statements (AForm UCC-1) naming the Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the Uniform Commercial Code and any other applicable recording statutes, in the case of real property, of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent pursuant to the Pledge and Security Agreement or a Mortgage, as the case may be (other than the perfection of security interests in motor vehicles, leasehold interests in real property (except to the extent required by SECTION 7.1.9) and non-U.S. intellectual property); and (b) such Borrower or Subsidiary Guarantor shall promptly deliver, or cause to be delivered, to the Administrative Agent under the Pledge and Security Agreement (or a supplement thereto) certificates evidencing (if any) representing all of the Equity Interests issued and outstanding shares of any Person Capital Stock of such Subsidiary owned by such Borrower or such Subsidiary required to be pledged under Guarantor, as the terms of the Guaranty and Collateral Agreementcase may be, (B) along with undated stock powers for such Equity Interests certificates, executed in blank with signature guaranteedblank, or, if any securities subject thereto are uncertificated securities or are held through a securities intermediary, confirmation and (C) evidence satisfactory to the Agents that appropriate book entries have been made in the relevant books or records of a securities intermediary or the issuer of such opinions of counsel securities, as the Agent case may reasonably requestbe, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by appropriate steps shall have been taken under applicable law resulting in the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all perfection of the terms, covenants and agreements contained security interest granted in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner favor of the Equity Interests of any such Subsidiary Administrative Agent pursuant to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty Pledge and Collateral Security Agreement; together, (ii) undated stock powers or other appropriate instruments of assignment for in each case, with such Equity Interests executed opinions, in blank with signature guaranteedform and substance and from counsel satisfactory to the Agents, (iii) such opinions of counsel as the Agent Agents may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by require; PROVIDED that not more than 65% of the Agent. (c) Notwithstanding the foregoing, no Foreign Voting Securities of any Non-U.S. Subsidiary shall be required to become an Obligor be pledged unless such Non-U.S. Subsidiary is treated for U.S. federal income tax purposes as a branch of a Borrower or is a partnership in which the partners are Borrowers. SECTION 7.1.9. FUTURE LEASED PROPERTY AND FUTURE ACQUISITIONS OF REAL PROPERTY: FUTURE ACQUISITION OF OTHER PROPERTY. (anda) Prior to entering into any new lease of real property or renewing any existing lease of real property following the Closing Date, as sucheach Borrower shall, and shall cause each of its U.S. Subsidiaries to, use its (and their) best efforts (which shall not be required require the expenditure of cash or the making of any material concessions under the relevant lease) to deliver to the documents required by clause (i) above or become Administrative Agent a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed waiver executed by the laws lessor of the jurisdiction any real property that is to be leased by such Borrower or such U.S. Subsidiary for a term in excess of the organization of one year in any state whose statutes grant such Foreign Subsidiarylessor a "landlord's" (or similar) and certificates described in clause (ii) above Lien which is superior to the Administrative Agent's, and take all commercially reasonable actions reasonably requested by to the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor extent the value of the Agent, for the benefit any personal property of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement any Borrower or any of its U.S. Subsidiaries to be held at such leased property exceeds (or it is anticipated that the other Loan Documentsvalue of such personal property will, at any point in time during the term of such leasehold term, exceed) $5,000,000.

Future Subsidiaries. Cause:From and after the Restatement Date, upon (i) any Person becoming a direct or indirect Subsidiary of any Loan Party (including as a Division Successor pursuant to a Division) (other than an Excluded Subsidiary) or (ii) any Subsidiary ceasing to constitute an Excluded Subsidiary (including as a Division Successor pursuant to a Division), the Borrower shall notify the Administrative Agent of each such event or transaction and, within forty-five (45) days from the date such event occurs or the transaction is consummated (or with respect to any Subsidiary that is a Division Successor, substantially concurrently with consummation of the applicable Division) (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion): (a) each Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made (A) become a party to this the Guaranty, the Security Agreement as and any other applicable Collateral Document in a Borrowermanner reasonably satisfactory to the Administrative Agent, (iiB) if it maintains any Deposit Accounts (other than Excluded Accounts), enter into a supplement Deposit Account Control Agreement with a Deposit Account Bank and (C) pledge and deliver (if applicable) to the Guaranty and Collateral Agreement, together Administrative Agent in accordance with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, Documents: (Bi) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of outstanding Equity Interests owned directly by such Subsidiary (other than Excluded Assets (as defined but, in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner case of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Excluded Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in not more than 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other the non-voting Equity Interests of such Excluded Foreign Subsidiary owned shall be so pledged), along with undated stock or other powers for such certificates, executed in blank (or, if any such Equity Interests are uncertificated, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been pledged to and perfected by the Administrative Agent in accordance with the U.C.C. or any similar Law which may be applicable); and (ii) all notes evidencing intercompany Indebtedness in excess of $500,000 in favor of such Obligor Subsidiary; (b) the Administrative Agent shall have received from such Subsidiary copies of U.C.C. or similar search reports certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the date of any such Person becoming a direct or indirect Subsidiary of the Parent, listing all effective financing statements, tax liens and judgment liens which name such Person as the debtor and which are filed in no event shall the jurisdictions in which filings are to be made pursuant to this Agreement and the other Loan Documents, together with copies of such Foreign Subsidiary become a Guarantor financing statements (none of which (other than Liens permitted under this Agreement or which shall be terminated by or on the date such acquisition is consummated) shall cover any of the Collateral); and (c) the Administrative Agent shall have received from such Subsidiary, acknowledgment copies of properly filed U.C.C. or similar financing statements or such other evidence of filing or delivery for filing as may be acceptable to the Administrative Agent, naming each such Subsidiary as the debtor and the Administrative Agent as the secured party, filed under the U.C.C. (or similar Laws which may be applicable) of all jurisdictions as may be necessary or reasonably requested of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent on the assets of such Subsidiary that is subject to the Security Agreement (including, with respect to any Intellectual Property Collateral, appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable). The foregoing shall be accompanied with other documentary evidence, reasonably requested by the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent that evidences the foregoing, including copies of the resolutions of the board of directors (or equivalent body) of such Subsidiary authorizing the relevant transactions, copies of such Subsidiary’s Organizational Documents, incumbency certificates of such Subsidiary, opinions of legal counsel and evidence of the insurance required to be maintained pursuant to Section 7.4; provided that any Foreign Subsidiary that is not an Excluded Foreign Subsidiary shall only be required to enter into a Guaranty or guaranty agreement supplement or take any action to pledge its assets under the Collateral Documents if, in each case, (x) the Administrative Agent reasonably determines that the benefits to the Lenders of having such a pledge by such Loan DocumentsParty governed by foreign Laws or having a Foreign Subsidiary enter into such guaranty or guaranty supplement and pledge its assets outweighs the cost to the Borrower and its Subsidiaries of such actions and (y) the Administrative Agent requests such foreign Law pledge, guaranty, guaranty supplement and/or pledge. Nothing contained in this Section 7.7 shall be construed as consent to form or acquire any Subsidiary after the Restatement Date that is not otherwise permitted pursuant to this Agreement.

Future Subsidiaries. CauseWithout limiting the effect of any provision contained herein (including Section 8.3), upon any Person becoming, after the date hereof, a Subsidiary of the Borrower (other than any Unrestricted Subsidiary or a Restricted Subsidiary that is not a Material Subsidiary), including any Person that was a Restricted Subsidiary, but not a Material Subsidiary, but which becomes a Material Subsidiary through internal growth or otherwise, or upon the Borrower acquiring additional capital stock of any existing Subsidiary the capital stock of which is then pledged under the Pledge Agreement: (a) each Subsidiary of any Obligor in the event such Person is a Domestic Subsidiary, the Borrower shall cause such Person, if not in existence on theretofore a party to the Closing DateGuaranty, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Guaranty and Collateral for the purpose of becoming a guarantor thereunder; and (b) in the event such Person is a direct Subsidiary of the Borrower, the Borrower shall, pursuant to the Pledge Agreement, together with pledge to the Administrative Agent for the benefit of the Lenders (Afree and clear of any other pledges relating to such Person or any of its Subsidiaries) certificates evidencing all of the Equity Interests outstanding shares of any Person owned by such capital stock of such Subsidiary owned directly by it (provided, that, in the event such Subsidiary is a Foreign Subsidiary, the Borrower shall not be required to be pledged under the terms pledge more than 65% of the Guaranty and Collateral Agreementoutstanding shares of the capital stock of such Subsidiary), (B) along with undated stock powers for such Equity Interests certificates, executed in blank with signature guaranteed(or, if any such shares of capital stock are uncertificated, confirmation and (C) such opinions of counsel as the Agent may reasonably request, (iii) evidence satisfactory to the extent required under Administrative Agent that the terms security interest in such uncertificated securities has been perfected by the Administrative Agent in accordance with Section 8-313 and Section 8-321 of this Agreement, one the Uniform Commercial Code as in effect in the State of New York or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as any similar law which may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreementapplicable)) shall become Collateral for the Obligations. (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan Documents.

Future Subsidiaries. Cause: (a) If any Company Party or any Subsidiary proposes at any time or from time to time to form, create or acquire any Subsidiary (other than an SPE in connection with the consummation of a Securitization Transaction) or any then-existing Subsidiary ceases to be an SPE (i.e., no longer qualifies as “bankruptcy remote”), the Company shall notify the Purchaser in writing of the same and, upon receipt of the Purchaser’s consent to the formation, creation or acquisition of such Subsidiary pursuant to Section 9.8(e) or immediately after any such cessation, as the case may be, take all such action, and will cause each of its Subsidiaries to take all such action, as may be necessary to cause such Subsidiary to become a Subsidiary Guarantor. Without limiting the generality of any Obligor not in existence on the Closing Dateforegoing, the Company shall cause such Subsidiary (a) to execute and deliver a joinder agreement to the Agent promptly Subsidiary Guaranty, in form and in any event within 10 Business Days after substance satisfactory to the formation, acquisition or change in status thereof, (i) a Joinder AgreementPurchaser, pursuant to which such Subsidiary shall be made would become a party to this Agreement as a BorrowerSubsidiary Guarantor, (iib) a supplement to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, Control Agreements and other agreements, in form and substance satisfactory to the Guaranty Purchaser, under which such Subsidiary would grant a valid first priority security interest and Collateral Agreementlien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary has any Subsidiaries itself, to execute and deliver pledge agreements, together with (Ai) certificates evidencing representing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (Bii) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably requestblank, (iiid) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property execute and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, deliver such other agreements, instruments, approvals or other documents reasonably as may be requested by the Agent Purchaser in order to create, perfect, establish establish, and maintain the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement in favor of the Purchaser or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Investment Documents to which Subsidiary Guarantors are parties, and that all property and assets (e) to deliver opinions of counsel to the Company or such Subsidiary (other than Excluded Assets (as defined to such matters as the Purchaser may request. In addition, the Company shall grant to the Purchaser a valid first priority perfected Lien in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (b) each owner to all of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after secure the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the AgentObligations. (c) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan Documents.

Future Subsidiaries. Cause:Upon any Person becoming, after the Effective Date, a Future Pledged Foreign Subsidiary or a U.S. Subsidiary of the Company that is a Restricted Subsidiary, or upon the Company or any such Subsidiary acquiring additional Capital Stock of any existing Subsidiary that is a Restricted Subsidiary and a U.S. Subsidiary or a Future Pledged Foreign Subsidiary, the Company shall notify the Agents of such acquisition, and (a) the Company shall promptly cause each such U.S. Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formationAdministrative Agent, acquisition or change in status thereofwith counterparts for each Lender, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Subsidiary Guaranty and Collateral Agreementa supplement to the Subsidiary Pledge and Security Agreement (and, together with (A) certificates evidencing all of the Equity Interests of if such U.S. Subsidiary owns any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreementreal property, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required by clause (b) of Section 7.1.8, a Mortgage), together with UCC financing statements (form UCC-1) executed and delivered by such U.S. Subsidiary naming such U.S. Subsidiary as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in appropriate form for filing under the terms UCC and any other applicable recording statutes, in the case of this Agreementreal property, one of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent pursuant to the Subsidiary Pledge and Security Agreement or more Mortgages creating on a Mortgage, as the real property case may be (other than the perfection of security interests in motor vehicles); and (b) the Company shall promptly deliver, or cause to be delivered, to the Administrative Agent under a Pledge Agreement (as supplemented, if necessary, by a Foreign Pledge Agreement or other supplement thereto) certificates (if any) representing all of the issued and outstanding Capital Stock of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required owned by the Company or any U.S. Subsidiary that is a Restricted Subsidiary, as the case may be, along with undated powers of transfer for such certificates, executed in blank, or, if any Capital Stock of a U.S. Subsidiary subject thereto is comprised of uncertificated securities or is held through a securities intermediary, the Administrative Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets have obtained "control" (as defined in the Guaranty and Collateral Agreement)UCC applicable to the perfection of such securities) over such Capital Stock, or other appropriate steps shall become Collateral for have been taken under applicable law resulting in the Obligations. (b) each owner perfection of the Equity Interests of any such Subsidiary to execute and deliver promptly and security interest granted in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all favor of the Equity Interests of such Subsidiary required Administrative Agent pursuant to be pledged under the terms of a Pledge Agreement; together, in each case, with such opinions, in form and substance and from counsel satisfactory to the Guaranty and Collateral AgreementAgents, as the Agents may reasonably require; provided, however, that notwithstanding the foregoing, (iiA) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, subject to clause (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (c) Notwithstanding the foregoingC), no Foreign Subsidiary shall be required to become an Obligor execute and deliver a Mortgage or a supplement to the Subsidiary Guaranty or the Subsidiary Pledge and Security Agreement, (and, as such, shall not B) neither the Company nor any U.S. Subsidiary of the Company be required to deliver the documents required by clause (i) above or become in pledge pursuant to a Guarantor; provided, however, that if the Equity Interests Pledge Agreement in excess of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests Capital Stock of such a Foreign Subsidiary, and (C) any Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but organized in no event Canada shall such Foreign Subsidiary become a Guarantor under this Agreement only be required to do the foregoing solely to secure or any guaranty the Obligations of the other Loan DocumentsCanadian Borrower.

Future Subsidiaries. Cause: (ai) each Subsidiary of any Obligor not in existence on the Closing Date, to execute and deliver to the Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (i) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Borrower, (ii) a supplement to the Guaranty and Collateral Agreement, together with (A) certificates evidencing all of the Equity Interests of any Person owned by such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (B) undated stock powers for such Equity Interests executed in blank with signature guaranteed, and (C) such opinions of counsel as the Agent may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other Related Real Estate Documents as may be reasonably required by the Agent with respect to each such real property, and (iv) to the extent required under the terms of this Agreement, such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or Mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets (as defined in the Guaranty and Collateral Agreement)) shall become Collateral for the Obligations. (bii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment (as defined in the Guaranty and Collateral Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary required to be pledged under the terms of the Guaranty and Collateral Agreement, (ii) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the Agent may reasonably request and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Agent. (ciii) Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become an Obligor (and, as such, shall not be required to deliver the documents required by clause (i) above or become a Guarantor; provided, however, that if the Equity Interests of a Foreign Subsidiary are owned by an Obligor, such Obligor shall deliver all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of the organization of such Foreign Subsidiary) and certificates described in clause (ii) above to the Agent, and take all commercially reasonable actions reasonably requested by the Agent or otherwise necessary to grant and to perfect a first-priority first‑priority Lien (subject to Permitted Liens) in favor of the Agent, for the benefit of the Agents and the Lenders, in 65% of the voting Equity Interests of such Foreign Subsidiary and 100% of all other Equity Interests of such Foreign Subsidiary owned by such Obligor but in no event shall such Foreign Subsidiary become a Guarantor under this Agreement or any of the other Loan Documents.