Common use of Equity Interests and Personal Property Clause in Contracts

Equity Interests and Personal Property. (i) With respect to any property (other than any Excluded Property) acquired after the Closing Date by any Loan Party or any property that ceases to be Excluded Property, promptly (but in any event within 30 days after such acquisition or the date on which such property ceases to be Excluded Property (or such longer period as may be agreed to by the Administrative Agent in its sole discretion)), (A) execute and deliver to the Administrative Agent such amendments or addendums to the Collateral Documents or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property, (B) take all actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject only to applicable Permitted Liens), including without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent, and (C) 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. (ii) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by any Loan Party, promptly (but in any event within 30 days after such acquisition or the date on which such existing Subsidiary ceases to be an Excluded Subsidiary (or such longer period as may be agreed to by the Administrative Agent in its sole discretion)) (A) execute and deliver to the Administrative Agent such amendments or addendums to the Collateral Documents as the Administrative Agent deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests of such new Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted Liens) (provided that in no event shall (x) voting Equity Interests in any Foreign Subsidiary that is a CFC or any CFC Holdco, in each case, in excess of 65% of all such voting Equity Interests and (y) all Equity Interests in any Domestic Subsidiary or Foreign Subsidiary in each case that is owned by a Foreign Subsidiary that is a CFC, be required to be so pledged), (B) cause such new Subsidiary to become a party to the Collateral Documents, and any other applicable security documents reasonably deemed necessary by the Administrative Agent to grant the Administrative Agent for the benefit of the Lenders and the Secured Parties a security interest in all of such new Subsidiary’s right, title, and interest to the property of such Subsidiary (other than Excluded Property) (C) deliver to the Administrative Agent substantially the same documentation required pursuant to Section 4.01(b), (e), (f), and (h), and (D) 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.

Equity Interests and Personal Property. (i) With respect to any property (other than any Excluded Property) acquired after the Closing Date by any Loan Party or any property that ceases to be Excluded Property, promptly (but in any event within 30 days after such acquisition or the date on which such property ceases to be Excluded Property (or such longer period as may be agreed to by the Administrative Agent in its sole discretion)), (A) execute and deliver to the Administrative Agent such amendments or addendums to the Collateral Documents or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property, (B) take all actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject only to applicable Permitted Liens), including without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent, and (C) 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. (ii) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by any Loan Party, promptly (but in any event within 30 days after such acquisition or the date on which such existing Subsidiary ceases to be an Excluded Subsidiary (or such longer period as may be agreed to by the Administrative Agent in its sole discretion)) ) (A) execute and deliver to the Administrative Agent such amendments or addendums to the Collateral Documents as the Administrative Agent deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests of such new Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted Liens) (provided that in no event shall (x) voting Equity Interests in any Foreign Subsidiary that is a CFC or any CFC Holdco, in each case, in excess of 65% of all such voting Equity Interests and (y) all Equity Interests in any Domestic Subsidiary or Foreign Subsidiary in each case that is owned by a Foreign Subsidiary that is a CFC, be required to be so pledged), (B) cause such new Subsidiary to become a party to the Collateral Documents, and any other applicable security documents reasonably deemed necessary by the Administrative Agent to grant the Administrative Agent for the benefit of the Lenders and the Secured Parties a security interest in all of such new Subsidiary’s right, title, and interest to the property of such Subsidiary (other than Excluded Property) (C) deliver to the Administrative Agent substantially the same documentation required pursuant to Section 4.01(b), (e), (f), and (h), and (D) 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.

Equity Interests and Personal Property. (i) With respect to any Each Loan Party will cause the Pledged Equity and all of its tangible and intangible personal property (other than any Excluded Property) now owned or hereafter acquired after the Closing Date by any Loan Party or any property that ceases it to be Excluded Propertysubject at all times to a first priority, promptly perfected Lien (but in any event within 30 days after such acquisition or subject to Permitted Liens to the date on which such property ceases to be Excluded Property (or such longer period as may be agreed to extent permitted by the Administrative Agent Loan Documents) in its sole discretion)), (A) execute and deliver to the Administrative Agent such amendments or addendums to the Collateral Documents or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit favor of the Secured Parties, a security interest in such property, (B) take all actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject only to applicable Permitted Liens), including without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent, and (C) 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. (ii) With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by any Loan Party, promptly (but in any event within 30 days after such acquisition or the date on which such existing Subsidiary ceases to be an Excluded Subsidiary (or such longer period as may be agreed to by the Administrative Agent in its sole discretion)) (A) execute and deliver to the Administrative Agent such amendments or addendums to the Collateral Documents as the Administrative Agent deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests of such new Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted Liens) (provided that in no event shall (x) voting Equity Interests in any Foreign Subsidiary that is a CFC or any CFC Holdco, in each case, in excess of 65% of all such voting Equity Interests and (y) all Equity Interests in any Domestic Subsidiary or Foreign Subsidiary in each case that is owned by a Foreign Subsidiary that is a CFC, be required to be so pledged), (B) cause such new Subsidiary to become a party to the Collateral Documents, and any other applicable security documents reasonably deemed necessary by the Administrative Agent to grant the Administrative Agent for the benefit of the Lenders and Secured Parties to secure the Secured Parties a security interest in all of such new Subsidiary’s right, title, and interest Obligations pursuant to the property terms and conditions of such Subsidiary (other the Collateral Documents; provided, however, in no circumstances shall any Loan Party be required to pledge more than Excluded Property) (C) deliver 65% of the voting Equity Interests of any Foreign Subsidiary. Each Loan Party shall provide customary opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the Administrative Agent substantially the same documentation required pursuant to Section 4.01(b)security interests therein, (e), (f), and (h), and (D) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be all in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, no Loan Party shall be required to make any filings or take any actions to record or perfect the Administrative Agent’s Lien in any Intellectual Property other than (A) the filing of financing statements under the UCC in the applicable jurisdictions, (B) the recording of one or more intellectual property security agreements with the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable, (C) at the request of the Administrative Agent, any other Intellectual Property filings that the Administrative Agent determines in its reasonable discretion (1) are material to the Loan Parties and (2) the expense of perfecting the Administrative Agent’s Lien is not disproportionate to the benefit realized by the Administrative Agent, the Lenders and the other Secured Parties, and (D) any additional filings consistent with the foregoing clauses (A), (B) and (C) that may be necessary to perfect the Administrative Agent’s Lien in any Intellectual Property acquired after the date hereof.