Common use of Additional Foreign Subsidiaries Clause in Contracts

Additional Foreign Subsidiaries. Notify the Administrative Agent of the creation or acquisition of any Foreign Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after notification), (i) if such Foreign Subsidiary is a first tier Foreign Subsidiary, deliver to the Administrative Agent a Foreign Pledge Agreement pledging sixty-six percent (66%) of the total outstanding voting Capital Stock and all outstanding non-voting 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 and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 (to the extent the same would have been required to be delivered on the Effective Date if such Foreign Subsidiary had been a Subsidiary of Borrower on such date) as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (v) 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; provided that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunder.

Additional Foreign Subsidiaries. Notify the Administrative Agent of the creation or acquisition of Borrowers shall notify Lender promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and and, in any event event, within forty-five thirty (4530) days after such notification, as such time period may be extended by Lender in its Permitted Discretion), cause (i) if the applicable Loan Party to deliver to Lender Security Documents pledging (A) one hundred percent (100%) of the total outstanding Equity Interests of any such new First Tier Foreign Subsidiary which is a first tier Foreign Subsidiarypass through entity, deliver to the Administrative Agent a Foreign Pledge Agreement pledging or (B) sixty-six percent (66%) of the total outstanding voting Capital Stock Equity Interests and all outstanding one hundred percent (100%) of any non-voting Capital Stock Equity Interests of any such new First Tier Foreign Subsidiary and which is a corporation (a non-pass through entity) and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new 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), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 (to the extent the same would have been required to be delivered on the Effective Date if such Foreign Subsidiary had been a Subsidiary of Borrower on such date) as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent Lender such updated Schedules to the Loan Documents as requested by the Administrative Agent Lender with regard to such Person Person, and (viii) such Person to deliver to the Administrative Agent Lender such other documents and certificates as may be reasonably requested by the Administrative AgentXxxxxx, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunderLender.

Additional Foreign Subsidiaries. Notify Except with respect to any newly created or acquired Subsidiary SPC, notify the Administrative Agent at the time that any Person becomes a first tier Foreign Subsidiary of the creation Borrower or acquisition of any Foreign Domestic Subsidiary, and promptly thereafter (and in any event within forty-five (45) days after notification), (i) if such Foreign to the extent required by Section 8.13, cause the Borrower or the applicable Domestic Subsidiary is a first tier Foreign Subsidiary, to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents, pledging sixty-six five percent (6665%) of the total outstanding voting Capital Stock and all of such new Foreign Subsidiary, one hundred percent (100%) of the total outstanding non-voting 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 other certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock capital stock or other ownership interests of such new Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 (to the extent the same would have been required to be delivered on the Effective Date if such Foreign Subsidiary had been a Subsidiary of Borrower on such date) 5.2 as may be reasonably requested by the Administrative Agent, (iviii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard respect to such Person and (viv) cause such Person to deliver to the Administrative Agent such other documents (including, without limitation, favorable legal opinions) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunder.

Additional Foreign Subsidiaries. Notify the Administrative Agent of the creation or acquisition of promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and and, in any event event, within forty-five thirty (4530) days after such notification, as such time period may be extended by the Agent in its sole discretion), cause (i) if such Foreign Subsidiary is a first tier Foreign Subsidiary, the applicable Borrower Party to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging sixty-six sixty‑five percent (6665%) of the total outstanding voting Capital Stock Equity Interests (and all outstanding one hundred percent (100%) of the non-voting Capital Stock Equity Interests) of any such new First Tier Foreign Subsidiary owned by such Borrower Party and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, and available to be freely transferred to the Agent pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new 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), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such opinions of counsel (limited to U.S. counsel), documents and certificates referred to in Section 6.2 (to the extent the same would have been required to be delivered on the Effective Date if such Foreign Subsidiary had been a Subsidiary of Borrower on such date) 6.1 as may be reasonably requested by the Administrative Agent, (iviii) 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 (viv) 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; provided that no Subsidiary that is a CFC shall be required to become a Guarantor or pledge any assets hereunder.

Additional Foreign Subsidiaries. Notify the Administrative Agent of the creation or acquisition of promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and and, in any event event, within forty-forty five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) if such Foreign Subsidiary is a first tier Foreign Subsidiary, the applicable Credit Party to deliver to the Administrative Agent a Foreign Pledge Agreement Security Documents pledging (x) no more than sixty-six five percent (6665%) of the total all voting Equity Interests and (y) one hundred percent (100%) of all other outstanding voting Capital Stock and all outstanding non-voting Capital Stock Equity Interests of any such new Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock Equity Interests of such new 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), (ii) cause such Person to become a Guarantor by delivering to the Administrative Agent a duly executed Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) cause such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 6.2 (to the extent the same would have been required to be delivered on the Effective Date if such Foreign Subsidiary had been a Subsidiary of Borrower on such date) as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with regard to such Person and (viii) 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; provided that no Subsidiary that is a CFC shall documents governed by the law of any non-U.S. jurisdiction and no legal opinions will be required to become in connection with the pledge of any Equity Interests of a Guarantor or pledge any assets hereunderForeign Subsidiary.