Common use of Additional Foreign Subsidiaries Clause in Contracts

Additional Foreign Subsidiaries. The Borrower shall notify the Administrative Agent at the time that any Person becomes a direct Foreign Subsidiary of the Borrower or any Guarantor, and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 days after such request), cause (i) the Borrower or such Guarantor to deliver to the Administrative Agent a supplement to the Security Documents pledging 65% of the total outstanding voting Equity Interests, and 100% of all other Equity Interests, in such Foreign Subsidiary and a consent thereto executed by such new 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 such Equity Interest of such Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) the Borrower or such Guarantor to deliver to the Administrative Agent a favorable opinion of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of such pledge), and (iii) the Borrower or such Guarantor to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. The Borrower shall notify Notify the Administrative Agent at the time that any Person becomes a direct first tier Foreign Subsidiary of the Borrower or (excluding any GuarantorFranchisees), and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 days after such requestthirty (30) days), cause (i) the Borrower or such Guarantor applicable Subsidiary to deliver to the Administrative Agent a supplement to the Security Documents pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests, and 100% ownership interest or capital stock of all other Equity Interests, in such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the applicable laws Applicable Laws and practices of any relevant foreign jurisdiction) evidencing such Equity Interest the capital stock of such new Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) the Borrower or such Guarantor Person to deliver to the Administrative Agent a documents of the types referred to in clauses (ii) and (iii) of Section 6.2(b) and favorable opinion opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such pledgethe documentation referred to in clauses (i) and (ii)), and (iii) the Borrower or such Guarantor Person to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. The Borrower GEO shall notify the Administrative Agent at the time that any Person becomes a direct Foreign Subsidiary of the any Borrower or any Guarantor, and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 days after such request), cause (i) the such Borrower or such Guarantor to deliver to the Administrative Agent a supplement to the Security Documents pledging 65% of the total outstanding voting Equity Interests, and 100% of all other Equity Interests, in such Foreign Subsidiary and a consent thereto executed by such new 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 such Equity Interest of such Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) the such Borrower or such Guarantor to deliver to the Administrative Agent a favorable opinion of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of such pledge), and (iii) the such Borrower or such Guarantor to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. The Borrower shall notify Notify the Administrative Agent at the time that any Person becomes a direct first tier Foreign Subsidiary of the Borrower or any GuarantorCredit Party, and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 forty-five (45) days after such requestrequest (as may be extended by the Administrative Agent in its reasonable discretion)), cause (i) the Borrower or such Guarantor applicable Credit Party to deliver to the Administrative Agent a supplement to the Security Documents pledging 65% sixty-six percent (66%) of the total outstanding voting Equity Interests, ownership interest or Capital Stock (and 100% of all other Equity Interests, in the non-voting ownership interest or Capital Stock) of such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the applicable laws Applicable Laws and practices of any relevant foreign jurisdiction) evidencing such Equity Interest the ownership interest or Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) the Borrower or such Guarantor Person to deliver to the Administrative Agent a favorable opinion documents of counsel the types referred to in clauses (which shall cover, among other things, the legality, validity, binding effect ii) and enforceability (iii) of such pledgeSection 6.1(b), and (iii) the Borrower or such Guarantor Person to deliver to the Administrative Agent such other documents and closing certificates (and including, without limitation, opinions of counsel to such Person) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Foreign Subsidiary shall be required to become a “Grantor” under and as defined in the Collateral Agreement.

Additional Foreign Subsidiaries. The Borrower shall notify Notify the Administrative Agent at the time that any Person becomes a direct first tier Foreign Subsidiary of the Borrower or (excluding any GuarantorFranchisees), and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 days after such requestthirty (30) days), cause (i) the Borrower or such Guarantor applicable Subsidiary to deliver to the Administrative Agent a supplement to the Security Documents pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests, and 100% ownership interest or capital stock of all other Equity Interests, in such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the applicable laws Applicable Laws and practices of any relevant foreign jurisdiction) evidencing such Equity Interest the capital stock of such new Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) the Borrower or such Guarantor Person to deliver to the Administrative Agent a documents of the types referred to in clauses (ii) and (iii) of Section 6.2(b) and favorable opinion opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such pledgethe documentation referred to in clauses (i) and (ii)), and (iii) the Borrower or such Guarantor Person to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. The Borrower shall notify Notify the Administrative Agent at the time that any Person becomes a direct first tier Foreign Subsidiary of the Borrower or any GuarantorRestricted Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 forty-five (45) days after such request), cause (i) the Borrower or such Guarantor applicable Restricted Subsidiary to deliver to the Administrative Agent a supplement to the Security Documents pledging sixty-five percent (65% %) of the total outstanding voting Equity Interests, and 100% ownership interest or capital stock of all other Equity Interests, in such new Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the applicable laws Applicable Laws and practices of any relevant foreign jurisdiction) evidencing such Equity Interest the capital stock of such new Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) the Borrower or such Guarantor Person to deliver to the Administrative Agent a documents of the types referred to in clauses (ii) and (iii) of Section 6.2(b) and favorable opinion opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such pledgethe documentation referred to in clauses (i) and (ii)), and (iii) the Borrower or such Guarantor Person to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Foreign Subsidiaries. The Borrower GEO shall notify the Administrative Agent at the time that any Person becomes a direct Foreign Subsidiary of the any Borrower or any Guarantor, and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 days after such request), cause (i) the such Borrower or such Guarantor to deliver to the Administrative Agent a supplement to the Security Documents pledging 65% of the total outstanding voting Equity Interests, and 100% of all other Equity Interests, Interests in such Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitationtogether with, if applicable, original stock certificates (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) evidencing such Equity Interest of such Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) if requested by the Administrative Agent, such Borrower or such Guarantor to deliver to the Administrative Agent a favorable opinion of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of such pledge), and (iii) the such Borrower or such Guarantor to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative AgentAgent or any Lender, all in form, content and scope reasonably satisfactory to the Administrative AgentAgent and the Required Lenders.

Additional Foreign Subsidiaries. The Borrower GEO shall notify the Administrative Agent at the time that any Person becomes a direct Foreign Subsidiary of the any Borrower or any Guarantor, and at the request of the Administrative Agent, promptly thereafter (and in any event within 45 days after such request), cause (i) the such Borrower or such Guarantor to deliver to the Administrative Agent a supplement to the Security Documents pledging 65% of the total outstanding voting Equity Interests, and 100% of all other Equity Interests, Interests in such Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including, without limitationtogether with, if applicable, original stock certificates (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) evidencing such Equity Interest of such Foreign Subsidiary, together with an appropriate undated stock power (or the equivalent thereof pursuant to the applicable laws and practices of any relevant foreign jurisdiction) for each certificate (or equivalent) duly executed in blank by the registered owner thereof), (ii) if requested by the Administrative Agent, such Borrower or such Guarantor to deliver to the Administrative Agent a favorable opinion of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of such pledge), and (iii) the such Borrower or such Guarantor to deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.