Credit parties shall not permit, at any time, the aggregate amount of cash and cash equivalents held or owned by all Restricted Foreign Subsidiaries to exceed Three Million Dollars ($3,000,000) (or the equivalent thereof in any foreign currency) in the aggregate when combined with all amounts held in Excluded Accounts pursuant to [Section 6.6(ii)].

Conduct of Business; Foreign Subsidiaries. From and after the Closing Date, no Note Party shall, nor shall it permit any of its Subsidiaries to, engage in # any business other than # the businesses engaged in by such Note Party on the Closing Date, and # such other lines of business as may be consented to by Requisite Purchasers, or # any business or activities that conflict with [Section 4.27(a)]. No Note Party shall, nor shall any Note Party permit any of its Subsidiaries to, form, create, incorporate, or acquire any Foreign Subsidiary.

Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a Material First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within 45 days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause # the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement pledging 65% of the total outstanding voting Equity Interests (and 100% of the non-voting Equity Interests) of any such new Material First Tier Foreign Subsidiary and a consent thereto executed by such new Material First Tier Foreign Subsidiary (including if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new Material First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), # such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, # such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and # such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. Notify the Administrative Agent at the time that any Person becomes a direct Foreign Subsidiary of a Credit Party, and at the request of the Administrative Agent, promptly thereafter (and in any event within forty-five (45) days after such request, as such time period may be extended by the Administrative Agent in its sole discretion), cause # the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging as security for the Secured Obligations, sixty-five percent (65%) of the total outstanding voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock of any such Foreign Subsidiary and a consent thereto executed by such Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), # such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in the

Foreign Subsidiaries. Notwithstanding anything in [clause ([[SunTrustTruist Bank:Organization]]) above] or elsewhere in this Agreement to the contrary, no Credit Party shall be required to # pledge (or cause to be pledged[[SunTrustTruist Bank:Organization]] more than 65% of the Capital Stock designated as having Voting Power and 100% of the Capital Stock designated as having non-Voting Power in any Excluded Foreign Subsidiary, # pledge (or cause to be pledged[[SunTrustTruist Bank:Organization]] any Capital Stock in any Subsidiary that is not a first-tier Subsidiary of such Credit Party, or # cause a Subsidiary that is an Excluded Foreign Subsidiary to join in the Guaranty or to become a party to any Security Document. Notwithstanding anything herein to the contrary, the parties hereby agree that # no Credit Party shall be required to enter into or obtain any landlord, bailee or warehouseman waivers, consents or other letters, and # no security documents governed by the laws of any jurisdiction other than the United States shall be required.

Foreign Subsidiaries. Notwithstanding the provisions of Section 7.8(a), no Foreign Subsidiary shall be required to become a Guarantor hereunder to the extent material adverse Tax consequences to any Credit Party could reasonably be expected to result therefrom.

Foreign Subsidiaries. Except following the occurrence of a Collateral Release Event, the Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that # 66% of the voting Capital Stock of any First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) of any Obligor and # so long as the pledge thereof could not have any adverse tax consequences for the Company, 100% of all other Capital Stock of such First-Tier Foreign Subsidiary of any Obligor shall be pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to the Security and Pledge Agreement. Without limiting the generality of the foregoing, in the event that the Company or any of its Domestic Subsidiaries that are Obligors shall form or acquire any new First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary to (except following the occurrence of a Collateral Release Event), comply with the requirements of this [Section 6.09(b)] promptly but in no event later than 45 days following the formation or acquisition of such Foreign Subsidiary, as such time period may be extended by the Administrative Agent in its sole discretion, and in that connection the Company or such Domestic Subsidiary, as the case may be, shall deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as the Administrative Agent shall have reasonably requested (such documents to be substantially consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date). Notwithstanding anything herein to the contrary; # if at any time either the aggregate tangible assets (determined based on the book value) of First-Tier Foreign Subsidiaries the shares of Capital Stock of which have not been pledged pursuant to the Security and Pledge Agreement exceed 5% of the aggregate tangible assets (determined based on the book value) of the Company or the revenues of First-Tier Foreign Subsidiaries the share of Capital Stock of which have not been pledged pursuant to the Security and Pledge Agreement exceeds 5% of the consolidated revenues of the Company (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to (except following the occurrence of a Collateral Release Event), pledge the Capital Stock of one or more such First-Tier Foreign Subsidiaries pursuant to this [Section 6.09(b)] so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of the financial statements of the Company for such fiscal quarter or fiscal year, as such time period may be extended by the Administrative Agent in its sole discretion, and # if at any time any First-Tier Foreign Subsidiary (the capital stock of which has not been pledged pursuant to the Security and Pledge Agreement) shall no longer be an Immaterial Foreign Subsidiary (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or fiscal year of the Company), the Company will, or cause the relevant Domestic Subsidiary that is an Obligor to (except following the occurrence of a Collateral Release Event), comply with the requirements of this [Section 6.09(b)] with respect to the Capital Stock of such First-Tier Foreign Subsidiary, promptly but in no event later than 45 days following the delivery of the financial statements of the Company for such fiscal quarter or fiscal year, as such time period may be extended by the Administrative Agent in its sole discretion.

Foreign Subsidiaries. The Borrower will give prompt notice to the Administrative Agent of the creation or acquisition of any Foreign Subsidiaries and will cause the Equity Interests in any First-Tier Foreign Subsidiaries to be pledged to secure the Obligations as provided in [Section 7.11(a)].

Additional First-Tier Foreign Subsidiaries/Foreign Holding Companies. Such Borrower will notify the Administrative Agent promptly after any Person becomes a First-Tier Foreign Subsidiary or a Foreign Holding Company, and promptly thereafter (and, in any event, within forty five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), cause # the applicable Loan Party to deliver to the Administrative Agent Collateral Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new Subsidiary and a consent thereto executed by such new Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), # such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 4.01 as may be reasonably requested by the Administrative Agent, # such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person, and # such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Upon the request of the Administrative Agent in its sole discretion and within ninety (90) days of such request (or such longer period as may be approved by the Administrative Agent in its sole discretion), cause # each Foreign Subsidiary domiciled in the Netherlands, Sweden or Poland to become a Guarantor by executing and delivering to the Administrative Agent such documents as the Administrative Agent shall deem appropriate for such purpose and # cause all property (other than Excluded Property) of each Foreign Subsidiary to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to such additional security documents as the Administrative Agent shall reasonably request (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions and favorable opinions of counsel to such Foreign Subsidiaries, all in form reasonably satisfactory to the Administrative Agent; provided, that such security interest or perfection thereof shall not be required to the extent the Administrative Agent determines, in its sole discretion after consultation with the Company, that the costs or other consequences of obtaining a security interest therein or perfection thereof are excessive in view of the benefits to be obtained by the holders of the Obligations therefrom; provided, further, that such Guarantee or security interest or perfection thereof shall not be required to the extent it may result in materially adverse tax consequences.