Common use of New Material Subsidiaries Clause in Contracts

New Material Subsidiaries. (a) With respect to any Material Subsidiary (other than an Excluded Foreign Subsidiary) which becomes a Material Subsidiary after the Closing Date, promptly, but in any event within 30 days, (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement as are necessary or that the Majority Lenders or the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Material Subsidiary that is owned by the Borrower or any Subsidiary, and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. (b) With respect to any Excluded Foreign Subsidiary directly owned by the Borrower or a Subsidiary (other than an Excluded Foreign Subsidiary) that becomes a Material Subsidiary after the Closing Date, promptly, but in any event within 30 days, (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement as necessary or advisable or that the Administrative Agent or the Majority Lenders may reasonably request in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Material Subsidiary that is owned by the Borrower or such Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Material Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein.

New Material Subsidiaries. Within forty-five (45) days after the end of each fiscal quarter, the Borrower shall: (a) With respect to any Material cause each Domestic Subsidiary (other than an Excluded Foreign Subsidiary) which becomes that is a Material Subsidiary after and was created or acquired during the Closing Datefiscal quarter then ending, promptlyand each Domestic Subsidiary that became a Material Subsidiary during such fiscal quarter (any such Material Subsidiary, but in any event within 30 daysherein a “New Material Domestic Subsidiary”), (i) to execute and deliver to the Administrative Agent a Subsidiary Joinder Agreement joining it as a guarantor under the Subsidiary Guaranty and such amendments to the Pledge Agreement other documentation as are necessary or that the Majority Lenders or the Administrative Agent deems necessary may reasonably request to cause such New Material Domestic Subsidiary to evidence or advisable to grant to otherwise implement the Administrative Agent, for the benefit guaranty of the Secured Parties, a perfected first priority security interest in repayment of the Capital Stock of such Material Subsidiary that is owned obligations contemplated by the Borrower or any Subsidiary, Subsidiary Guaranty and this Agreement; and (b) take such action as the Collateral Agent may request to cause: (i) 100% of the Equity Interests issued by each New Material Domestic Subsidiary and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer 65% of the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. (b) With respect to any Excluded Equity Interests issued by each Foreign Subsidiary directly owned by that is a Material Subsidiary and was created or acquired during the Borrower or fiscal quarter then ending and each Foreign Subsidiary that, as a Subsidiary (other than an Excluded Foreign Subsidiary) that result of a change in assets, becomes a Material Subsidiary after during such quarter, to be pledged to the Closing DateCollateral Agent under the Pledge Agreement, promptlyincluding the proper completion, but execution and delivery of a Pledge Amendment under the terms of the Pledge Agreement, the delivery of the certificates evidencing the Equity Interests to be pledged, along with undated stock powers executed in any event within 30 daysblank, Uniform Commercial Code Financing Statements, legal opinions and such other documentation as the Collateral Agent may reasonably request to cause such Equity Interests to be pledged under the Pledge Agreement and for such pledge to be perfected and protected; provided, however, the provisions of this Subsection (b) shall cease to exist upon either (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement as necessary achievement by Borrower of a BBB- senior unsecured credit rating by S&P or advisable a Baa3 senior unsecured credit rating by M▇▇▇▇’▇ or that the Administrative Agent or the Majority Lenders may reasonably request in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Material Subsidiary that is owned by the Borrower or such Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Material Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer conversion of the Borrower or SubsidiarySubordinated Notes into equity and the credit ratings of the Subordinated Notes by M▇▇▇▇’▇ and S&P no longer exist, and take provided further that at such other action time as may be necessary oreither (i) or (ii) above occur, in the opinion no Default or Event of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinDefault exists and is continuing.

New Material Subsidiaries. (a) With respect to any Material Subsidiary (other than Swift LLC or an Excluded Foreign Subsidiary) which becomes a Material Subsidiary after the Closing Date, promptly, but in any event within 30 days, (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement as are necessary or that the Majority Lenders or the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Material Subsidiary that is owned by the any Borrower or any Subsidiary, and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s 's security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (b) With respect to any Excluded Foreign Subsidiary directly owned by the Borrower or a Subsidiary (other than an Excluded Foreign Subsidiary) that becomes a Material Subsidiary after the Closing Date, promptly, but in any event within 30 days, (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement as the Administrative Agent deems necessary or advisable or that the Administrative Agent or the Majority Lenders may reasonably request in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Material Subsidiary that is owned by the any Borrower or such Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Material Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s 's security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

New Material Subsidiaries. Additional Guarantors; After-Acquired Real Property; Release of Collateral. (a) With respect to On each Guarantor Assessment Date, the Company shall determine whether there exists any new or additional Material Subsidiary Subsidiaries (other than an Excluded Foreign Subsidiary) which becomes whether as a result of a Person becoming a Material Subsidiary after or being designated as a Material Subsidiary for purposes of satisfying the Closing Date80% Threshold or the Indenture Termination Date having occurred; and including, promptlywithout limitation, but upon the formation of any Subsidiary that is a Division successor), and if so, promptly notify the Administrative Agent of such fact and promptly thereafter (and in any event event, with respect to Domestic Subsidiaries, within 30 sixty (60) days, with respect to Foreign Subsidiaries, within seventy-five (i75) execute days, and solely with respect to Section 6.14(a)(iv), within ninety (90) days, or, in any case, such longer period requested by the Company and approved by the Administrative Agent), cause such Person to deliver to the Administrative Agent such amendments to the Pledge Agreement Agent, as are necessary or that the Majority Lenders or the Administrative Agent deems shall deem appropriate: (i) a Guaranty Joinder Agreement duly executed by such Subsidiary; (ii) documents of the types referred to in clauses (v) and (vi) of Section 4.01(a) and, if requested by the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (iii) at all times other than during a Collateral Release Period, a Security Joinder Agreement of such Subsidiary, together with such Uniform Commercial Code financing statements naming such Subsidiary as “Debtor” and naming the Collateral Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to grant perfect in favor of the Collateral Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (iv) at all times other than during a Collateral Release Period, Mortgages, title insurance, appraisals and such other real property support documentation with respect to all real property (and related improvements) with a fair market value in excess of $2,000,000 owned by such Subsidiary other than, subject to the Permitted Notes Intercreditor Agreement, any Mortgaged Property (x) that has been released pursuant to subsection (d) below and (y) determined by the Administrative Agent to be located in a special flood hazard zone pursuant to a Standard Flood Hazard Determination; (v) at all times other than during a Collateral Release Period, if the Subsidiary Securities issued by such Subsidiary that are, or are required to become, Pledged Interests are owned by a Subsidiary who has not then executed and delivered to the Collateral Agent a Pledge Agreement granting a Lien to the Collateral Agent, for the benefit of the Secured Parties, in such equity interests, a perfected first priority security interest Pledge Joinder Agreement executed by the Subsidiary that directly owns such Subsidiary Securities (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Administrative Agent), and if such Subsidiary Securities shall be owned by any Borrower or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the Capital Stock form required by such Pledge Agreement pertaining to such Subsidiary Securities; (vi) at all times other than during a Collateral Release Period, if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (a) the certificates representing 100% of such Subsidiary Securities and (b) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (vii) at all times other than during a Collateral Release Period, Uniform Commercial Code financing statements naming the pledgor as “Debtor” and naming the Collateral Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Secured Parties the Lien on such Subsidiary Securities; (viii) at all times other than during a Collateral Release Period, a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Responsible Officer (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral); and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or Collateral Agent reasonably may require. Notwithstanding anything to the contrary herein, the Company shall at all times (subject to the 60 or 75 day period noted above or such longer period approved by the Administrative Agent) cause such of its Subsidiaries necessary to meet the 80% Threshold to be Guarantors and to be bound by the terms of a Guaranty. (b) If the Company shall determine on any Guarantor Assessment Date in respect of any Subsidiary that is, at such time, a Guarantor, that such Subsidiary is no longer a Material Subsidiary, is no longer a Permitted Notes Guarantor, or is no longer required to be deemed or designated as a Material Subsidiary that is owned by for purposes of satisfying the Borrower or any Subsidiary80% Threshold, and (ii) the Company may deliver to the Administrative Agent a certificate to such effect, certifying also the absence of any certificates representing such Capital StockDefault or Event of Default, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or whereupon the Administrative Agent, desirable the Collateral Agent and the Lenders shall execute such documents and instruments of release as shall be reasonably satisfactory to perfect the Administrative Agent’s security interest thereinparties, confirming the release of such Subsidiary from the Guaranty. (bc) With At all times other than during a Collateral Release Period, the Company shall cause to be delivered to the Collateral Agent upon the Collateral Agent’s reasonable request, as soon as practicable and in any event within forty-five (45) days of the acquisition thereof (or at such other date as the Administrative Agent may reasonably agree to in order to complete applicable flood insurance due diligence and compliance), a Mortgage on any fee owned real property (and related improvements) with a fair market value in excess of $2,000,000 acquired by any Loan Party after the Closing Date (other than fee owned real property located in a special flood hazard zone pursuant to a Standard Flood Hazard Determination) as security for the Secured Obligations, together with the Uniform Commercial Code financing statements covering fixtures, mortgage policies of title insurance, surveys, opinions, evidence of flood insurance coverage and other documents in connection with such Mortgage as the Collateral Agent may reasonably request. Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered with respect to any Excluded Foreign Subsidiary directly owned real property unless and until each Lender (1) has received, at least twenty days prior to such execution and delivery (or such lesser period of time as may be permitted by such Lender), the documents as it may reasonably request to complete its flood insurance due diligence and (2) has confirmed to the Administrative Agent that such Lender’s flood insurance due diligence and flood insurance compliance has been completed to its satisfaction; provided, however, that if the Collateral Agent (on behalf of the Lenders) does not request a Mortgage on any real property or the execution and delivery of any Mortgage requested hereunder is delayed or deferred or the request therefor is rescinded, in each case, because applicable flood insurance due diligence and flood insurance compliance has not been completed to the satisfaction of any Lender, the Company shall be permitted to deliver a Mortgage on such real property (and related improvements) to the Collateral Agent on behalf of the Permitted Noteholders securing only obligations under the Permitted Notes Documents and obligations of the Collateral Agent in its capacity as such under such Mortgage (but in no event securing any Obligations). (d) Notwithstanding any other provision of this Agreement or any other Loan Document, any Lien on the Collateral of any Loan Party granted to or held by the Borrower or Collateral Agent (on behalf of the Secured Parties) under any Loan Document shall be released and any Loan Party that is a Subsidiary party to any Security Instrument shall be released from its respective obligations thereunder (other than an Excluded Foreign Subsidiary) that becomes a Material Subsidiary collectively, the “Release”), including after any re-pledge of the Collateral pursuant to the second proviso of this clause (d), upon the written request of the Company delivered to the Collateral Agent at any time after the Closing Date, promptlyprovided that (i) no Default or Event of Default shall have occurred and be continuing at such time or would occur immediately after giving effect to such Release, but (ii) the Consolidated Fixed Charge Coverage Ratio (calculated as of the last day of each of the four most recently ended fiscal quarters of the Company) is greater than or equal to 1.25 to 1.00 for each of such four most recently ended fiscal quarters, (iii) the Consolidated Leverage Ratio (calculated as of the last day of the most recently ended fiscal quarter of the Company) is equal to or less than 2.50 to 1.00, and (iv) the Loan Parties bear the cost of the Release; provided further, that if any Release has occurred and subsequent to the date on which such Release occurred the Company delivers a Compliance Certificate demonstrating that (A) the Consolidated Fixed Charge Coverage Ratio (calculated as of the last day of the most recently ended fiscal quarter of the Company) is less than 1.25 to 1.00 or (B) the Consolidated Leverage Ratio (calculated as of the last day of the most recently ended fiscal quarter of the Company) is greater than 2.50 to 1.00, then promptly (and in any event within 30 daysdays or such longer period of time as the Collateral Agent determines in its reasonable discretion) after such Compliance Certificate is delivered, or sooner if the Company shall otherwise elect to do so, each Loan Party shall at the cost of the Loan Parties, (i1) execute take action (including the filing of Uniform Commercial Code and deliver to the Administrative Agent such amendments to the Pledge Agreement as other financing statements) that may be necessary or advisable or that in the Administrative reasonable opinion of the Collateral Agent or to vest in the Majority Lenders may reasonably request in order to grant to the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties) valid and subsisting Liens on the Collateral other than real property consistent in all material respects in scope, a perfected first perfection and priority security interest as those in effect prior to such Release and pursuant to documentation substantially similar to such documentation in place on or after the Closing Date in accordance with this Section 6.14 and, in the Capital Stock of such Material Subsidiary that is owned by the Borrower or such Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock case of any such Material Subsidiary be real property previously pledged pursuant to a Mortgage or real property acquired on or after the Collateral Release Date as to which a Lien would have been required to be so pledgedhave been granted pursuant to Section 6.14(c) had it not been acquired during the Collateral Release Period, Liens of record consistent with the requirements of Section 6.14(c), and (ii2) upon the Collateral Agent’s request, deliver to the Administrative Collateral Agent customary opinions of counsel in connection therewith. (e) For the purposes of this Section 6.14 the Target and its Subsidiaries will be exempted from compliance with this Section in any certificates representing and all ways until such Capital Stock, together with undated stock powers, in blank, executed time as the Target 8% Indenture has been terminated and delivered by a duly authorized officer all of the Borrower or SubsidiaryTarget 8% Notes have been paid in full in cash and/or converted into equity (the date of such termination, payment and/or conversion, the “Indenture Termination Date”). For the avoidance of doubt, all deadlines and take such other action as may time frames contained within this Section 6.14 shall, with respect to the Target and its Subsidiaries, be necessary or, in calculated from the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinIndenture Termination Date.

New Material Subsidiaries. (a) With respect to Cause each Domestic Subsidiary that shall at any Material Subsidiary (other than an Excluded Foreign Subsidiary) which becomes time after the Closing Date become a Material Subsidiary to enter into a Guaranty Supplement no later than thirty (30) days after such Domestic Subsidiary shall become a Material Subsidiary, as determined at the end of each fiscal quarter of the Borrower; provided, however, the Administrative Agent may release any Domestic Subsidiary of its obligations as a Guarantor in the event that Administrative Agent makes the reasonable determination that any such Domestic Subsidiary no longer constitutes a Material Subsidiary. No later than forty-five (45) days after the Borrower or such Domestic Subsidiary shall acquire or otherwise own, directly or indirectly, after the Closing Date, promptlyany Foreign Subsidiary which is a Material Subsidiary as determined at the end of each fiscal quarter of the Borrower, but in any event within 30 daysenter into, (i) execute or cause such Domestic Subsidiary to enter into, a Pledge Agreement and deliver an opinion of counsel reasonably satisfactory to the Documentation Agent in the jurisdiction of such Foreign Subsidiary whose ownership interests are subject to such Pledge Agreement with respect to the due authorization, enforceability and perfection of such pledge. Provide by the end of each fiscal quarter, an updated Schedule 5.18 to the extent necessary to maintain the accuracy of such Schedule. 5. Schedule 2.01 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Schedule 2.01 set forth on Exhibit A attached hereto and made a part hereof. 6. In order to induce the Lenders, the Administrative Agent, the Documentation Agent and the Syndication Agent to enter into the Credit Agreement, Tradco, Inc., a Missouri corporation (“Tradco”), New Century Metals Southeast, Inc., a Delaware corporation (“New Century”), RTI Energy Systems, Inc., an Ohio corporation (“RTI Energy”), RTI ▇▇▇▇▇▇▇▇, Inc., an Ohio corporation (“RTI ▇▇▇▇▇▇▇▇”), among others, executed and delivered the Subsidiary Guaranty or were subsequently joined by Guaranty Supplement. The Lenders, the Administrative Agent, the Documentation Agent and the Syndication Agent hereby release Tradco, New Century, RTI Energy and RTI ▇▇▇▇▇▇▇▇ as a parties to the Subsidiary Guaranty, and, therefore, Tradco, New Century, RTI Energy and RTI ▇▇▇▇▇▇▇▇ have no further obligations pursuant to the Subsidiary Guaranty. The releases contained herein shall be limited to the specific releases made herein. Except as otherwise modified herein, all other terms and conditions of the Subsidiary Guaranty shall continue in full force and effect and are unmodified by this provision. 7. The provisions of Sections 2 through 6 of this Third Amendment shall not become effective until the Administrative Agent has received the following items, each in form and substance acceptable to the Administrative Agent such amendments and its counsel: (a) this Third Amendment, duly executed by the Borrower and the Required Lenders; (b) the items listed in the Preliminary Closing Agenda set forth on Exhibit B attached hereto and made a part hereof; and (c) payment of all fees and expenses owed to the Pledge Agreement as are necessary or that the Majority Lenders or counsel of the Administrative Agent deems necessary in connection with this Third Amendment. 8. The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or advisable waived in writing in accordance with the Credit Agreement. 9. The Borrower acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Subsidiary Guaranty and the Pledge Agreements hereby continues to grant secure the Obligations. 10. The Borrower hereby represents and warrants to the Lenders, the Administrative Agent, for the benefit Documentation Agent and the Syndication Agent that (i) the Borrower has the legal power and authority to execute and deliver this Third Amendment, (ii) the officers of the Secured PartiesBorrower executing this Third Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof, a perfected first priority security interest in (iii) the Capital Stock execution and delivery hereof by the Borrower and the performance and observance by the Borrower of such Material Subsidiary that is owned by the provisions hereof and all documents executed or to be executed herewith, do not violate or conflict with the organizational agreements of the Borrower or any SubsidiaryLaw applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower, and (iiiv) deliver this Third Amendment, the Credit Agreement and the documents executed or to be executed by the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, Borrower in blank, executed connection herewith constitute valid and delivered by a duly authorized officer binding obligations of the Borrower in every respect, enforceable in accordance with their respective terms. 11. The Borrower represents and warrants that (i) no Potential Default or SubsidiaryEvent of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Third Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified in writing in accordance with the Credit Agreement or are being amended or modified in accordance with this Third Amendment, and take such other (iii) it presently has no known causes of action as may be necessary orof any kind at Law or in equity against the Lenders, in the opinion of the Majority Lenders or the Administrative Agent, desirable the Documentation Agent or the Syndication Agent arising out of or in any way relating to perfect the Administrative Agent’s security interest thereinLoan Documents. (b) With 12. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 13. The agreements contained in this Third Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Third Amendment amends the Credit Agreement and is not a novation thereof. 14. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. 15. This Third Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of New York without regard to the principles of the conflicts of law thereof. The Borrower hereby consents to the jurisdiction and venue of the Courts of the State of New York sitting in the County of New York and of the United States District Court of the Southern District of New York, and any appellate Court from any thereof with respect to any Excluded Foreign Subsidiary directly owned by the Borrower suit arising out of or a Subsidiary (other than an Excluded Foreign Subsidiary) that becomes a Material Subsidiary after the Closing Date, promptly, but in any event within 30 days, (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement as necessary or advisable or that the Administrative Agent or the Majority Lenders may reasonably request in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Material Subsidiary that is owned by the Borrower or such Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Material Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinmentioning this Third Amendment.

New Material Subsidiaries. (a) With respect to If at any Material Subsidiary (other than an Excluded Foreign Subsidiary) which becomes a Material Subsidiary time after the Closing Date, (i) any Obligor creates or acquires a Material Subsidiary that is wholly owned by such Obligor directly or indirectly, or (ii) any Excluded Subsidiary becomes a Material Subsidiary, or (iii) any Excluded Subsidiary is designated by the Borrower as a Material Subsidiary for the purpose of compliance with the requirements of Section 9.4.27.2, the Borrower shall, or shall cause any Obligor to, promptly, but and in any event within 30 days, days of the occurrence of the events outlined in (i) and (ii) above: 7.8.1 require such new Material Subsidiary to (i) execute and deliver to the Administrative Agent Collateral Agent, on behalf of itself, the Lender and the Pari Passu Secured Parties, a Guarantee, (ii) provide security to the Collateral Agent, for the benefit of itself, the Lender and the Pari Passu Secured Parties, over all of its present and after acquired assets as required of all Obligors and described in Section 7.1, and (iii) take all actions necessary or desirable to grant to the Collateral Agent, for the benefit of itself, the Lender and the Pari Passu Secured Parties, a perfected security interest in the Collateral, subject only to Permitted Encumbrances, including the filing, registration or recording of notices in such jurisdictions as may be required or as may be requested by the Collateral Agent; 7.8.2 execute and deliver to the Collateral Agent, for the benefit of itself, the Lender and the Pari Passu Secured Parties, such agreements, supplements, or amendments to any Loan Document as the Pledge Agreement as are necessary or that the Majority Lenders or the Administrative Collateral Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, Lender a perfected first priority security interest in the Capital Stock Equity Interests of such new Material Subsidiary that is owned by the Borrower or any Subsidiary, and (ii) subject only to Permitted Encumbrances; 7.8.3 deliver to the Administrative Collateral Agent any all certificates representing such Capital StockEquity Interests, together with undated stock powerspowers of attorney to transfer the Equity Interests, in blank, executed and delivered by a duly authorized officer of the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein.relevant Obligor; (b) With respect to any Excluded Foreign Subsidiary directly owned by the Borrower or a Subsidiary (other than an Excluded Foreign Subsidiary) that becomes a Material Subsidiary after the Closing Date, promptly, but in any event within 30 days, (i) execute and 7.8.4 deliver to the Administrative Collateral Agent such amendments to and the Pledge Agreement as necessary or advisable or that the Administrative Agent or the Majority Lenders may reasonably request in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock Lender an officer’s certificate of such Material Subsidiary that is owned by the Borrower or such Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Material Subsidiary be required to be so pledged)Subsidiary, with constating documents, by-laws and (ii) appropriate resolutions attached; and 7.8.5 deliver to the Administrative Collateral Agent any certificates representing such Capital Stockand Lender legal opinions relating to the matters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of substance and from counsel reasonably satisfactory to the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinLender.

New Material Subsidiaries. (a) With respect to Cause each Domestic Subsidiary that shall at any Material Subsidiary (other than an Excluded Foreign Subsidiary) which becomes time after the Closing Date become a Material Subsidiary to enter into a Guaranty Supplement no later than thirty (30) days after such Domestic Subsidiary shall become a Material Subsidiary, as determined at the end of each fiscal quarter of the Borrower; provided, however, the Administrative Agent may release any Domestic Subsidiary of its obligations as a Guarantor in the event the Administrative Agent makes the reasonable determination that any such Domestic Subsidiary no longer constitutes a Material Subsidiary. No later than forty-five (45) days after the Borrower or such Domestic Subsidiary shall acquire or otherwise own, directly or indirectly, after the Closing Date, promptly, but in any event within 30 days, (i) execute Foreign Subsidiary which is a Material Subsidiary or (ii) first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary, in each case as determined at the end of each fiscal quarter of the Borrower, enter into, or cause such Domestic Subsidiary to enter into, a Pledge Agreement and deliver an opinion of counsel reasonably satisfactory to the Administrative Agent in the jurisdiction of such amendments Foreign Subsidiary whose ownership interests are subject to such Pledge Agreement with respect to the due authorization, enforceability and perfection of such pledge. The Borrower shall provide by the end of each fiscal quarter, an updated Schedule 5.1.2 to the extent necessary to maintain the accuracy of such Schedule. In connection and in accordance with the requirements set forth in the preceding paragraph, the Borrower shall pledge or cause to be pledged, as applicable, pursuant to a Pledge Agreement as are necessary or that the Majority Lenders or to the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit (x) sixty-five percent (65%) of the Secured Parties, ownership interests of any Foreign Subsidiary which is a perfected first priority security interest in the Capital Stock of such Material Subsidiary that which is owned directly by the Borrower or any Domestic Subsidiary, and (iiy) deliver sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary. In the event that the Borrower and the Domestic Subsidiaries contribute additional capital to any such Foreign Subsidiary after the date of execution of the applicable Pledge Agreement which results in the issuance of additional shares of such Foreign Subsidiary, then, at the election of the Borrower: (i) the Borrower shall, within thirty (30) days after the end of the fiscal quarter in which such contribution occurred, cause additional ownership interests to be pledged to the Administrative Agent any certificates representing in order to maintain a pledge in the amount of sixty-five percent (65%) of such Capital StockForeign Subsidiary’s ownership interests, together with undated stock powersor (ii) in lieu thereof, in blank, executed and delivered by a duly authorized officer of the Borrower or Subsidiaryshall at all times limit the amount of all loans, advances and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. (b) With respect to any Excluded Foreign Subsidiary directly owned investments made by the Borrower or a Subsidiary (other than an Excluded and the Domestic Subsidiaries in Foreign Subsidiary) that becomes a Material Subsidiary Subsidiaries after the Closing DateDate to an amount not in excess of Fifty Million and 00/100 Dollars ($50,000,000.00) in the aggregate at any one time. Notwithstanding the foregoing, promptly, but in any no event within 30 days, (i) execute and deliver shall additional shares of a pledged Foreign Subsidiary be issued if such issuance would cause the amount of such Foreign Subsidiary’s ownership interests pledged to the Administrative Agent such amendments to the Pledge Agreement as necessary or advisable or that the Administrative Agent or the Majority Lenders may reasonably request in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Material Subsidiary that is owned by the Borrower or such Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such Material Subsidiary be required to be so pledgedless than or equal to fifty percent (50%), and (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or Subsidiary, and take such other action as may be necessary or, in the opinion of the Majority Lenders or the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein.