Common use of EXECUTION OF FUTURE FOREIGN SUBSIDIARY GUARANTY AND COLLATERAL DOCUMENTS Clause in Contracts

EXECUTION OF FUTURE FOREIGN SUBSIDIARY GUARANTY AND COLLATERAL DOCUMENTS. In the event that any Person becomes a direct Foreign Subsidiary of Company or any Domestic Subsidiary of Company after the Closing Date, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary will execute a Pledge Amendment (as defined in the Pledge Agreement) to the Pledge Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 66% of the stock of such Foreign Subsidiary. In the event that U.S. tax laws and/or any other applicable laws in foreign jurisdictions, as the case may be, are amended to permit a Foreign Subsidiary to guarantee the Loans without the incurrence of an investment in U.S. property or other deemed dividends for U.S. tax purposes or without otherwise resulting in U.S. taxable income or without otherwise violating any other applicable laws in foreign jurisdictions, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary will execute Pledge Amendments to the Pledge Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 100% of the stock of its Foreign Subsidiaries and Company will cause its Foreign Subsidiaries to execute and deliver to Administrative Agent a counterpart of a Subsidiary Guaranty, a Pledge Agreement, a Security Agreement and Additional Mortgages, as applicable, and to take all such further action and execute all such further documents and instruments as may be reasonably required to grant and perfect in favor of Administrative Agent, for the benefit of Lenders, a First Priority security interest in all of the personal and mixed property assets of such Subsidiary described in the applicable Collateral Documents.

EXECUTION OF FUTURE FOREIGN SUBSIDIARY GUARANTY AND COLLATERAL DOCUMENTS. In the event that any Person (other than an Inactive Subsidiary) becomes a direct Foreign Subsidiary of Company or any Domestic Subsidiary of Company Guarantor after the Closing Date, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary Guarantor will execute a Pledge Amendment (as defined in the Pledge Security Agreement) to the Pledge Security Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 65% (66% in the case of any Foreign Subsidiary organized under the laws of France or any political subdivision thereof) of the stock of such Foreign Subsidiary. In the event that U.S. tax laws and/or any other applicable laws in foreign jurisdictions, as the case may be, are amended to permit a Foreign Subsidiary to guarantee the Loans without the incurrence of an investment in U.S. property or other deemed dividends for U.S. tax purposes or without otherwise resulting in U.S. taxable income or without otherwise violating any other applicable laws in foreign jurisdictions, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary Guarantor will execute Pledge Amendments to the Pledge Security Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 100% of the stock of its wholly-owned Foreign Subsidiaries (other than Inactive Subsidiaries) and Company will cause its Foreign Subsidiaries (other than Inactive Subsidiaries) to execute and deliver to Administrative Agent a counterpart of a the Subsidiary Guaranty, a Pledge Agreement, a Guaranty and the Security Agreement and Additional Mortgages, as applicable, and to take all such further action and execute all such further documents and instruments as may be reasonably required to grant and perfect in favor of Administrative Agent, for the benefit of Lenders, a First Priority security interest in all of the personal and mixed property assets of such Subsidiary described in the applicable Collateral Documents.

EXECUTION OF FUTURE FOREIGN SUBSIDIARY GUARANTY AND COLLATERAL DOCUMENTS. In the event that any Person becomes a direct Foreign Subsidiary of Company or any Domestic Subsidiary of Company after the Closing Datedate hereof, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary will execute a Pledge Amendment (as defined in pledge amendment to the Pledge Agreement) to the Agreement or Subsidiary Pledge Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 66% of the stock of such Foreign Subsidiary. In the event that U.S. tax laws and/or any other applicable laws in foreign jurisdictions, as the case may be, are amended to permit a Foreign Subsidiary to guarantee the Domestic Revolving Loans and Swing Line Loans without the incurrence of an investment in U.S. property or other deemed dividends for U.S. tax purposes or without otherwise resulting in U.S. taxable income or without otherwise violating any other applicable laws in foreign jurisdictionsincome, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary will execute Pledge Amendments pledge amendments to the Pledge Agreement or Subsidiary Pledge Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 100% of the stock of its Foreign Subsidiaries and Company will cause its Foreign Subsidiaries 121 (other than Inactive Subsidiaries) to execute and deliver to Administrative Agent Agent, a counterpart of a Subsidiary Guaranty, a Subsidiary Pledge Agreement, a Subsidiary Security Agreement, a Subsidiary Trademark Security Agreement, a Subsidiary Patent Security Agreement and Additional Mortgages, as applicable, and to take all such further action and execute all such further documents and instruments as may be reasonably required to grant and perfect in favor of Administrative Agent, for the benefit of Lenders, a First Priority security interest in all of the Real Property Assets and all of the personal and mixed property assets of such Subsidiary described in the applicable Collateral Documents.

EXECUTION OF FUTURE FOREIGN SUBSIDIARY GUARANTY AND COLLATERAL DOCUMENTS. In the event that any Person becomes a direct Foreign Subsidiary of Company or any Domestic Subsidiary of Company after the Closing Datedate hereof, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary will execute a Pledge Amendment (as defined in the Pledge Agreement) pledge amendment to the Pledge Security Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 66% of the capital stock of such Foreign Subsidiary. In the event that U.S. tax laws and/or any other applicable laws in foreign jurisdictions, as the case may be, are amended to permit a Foreign Subsidiary to guarantee the Domestic Term Loans, the Domestic Tranche A Revolving Loans, the Domestic Tranche B Revolving Loans and the Swing Line Loans without the incurrence of an investment in U.S. property or other deemed dividends for U.S. tax purposes or without otherwise resulting in U.S. taxable income or without otherwise violating any other applicable laws in foreign jurisdictionsincome, Company will promptly notify Administrative Agent of that fact and Company or such Domestic Subsidiary will execute Pledge Amendments pledge amendments to the Pledge Security Agreement executed and delivered by Company or such Domestic Subsidiary pledging not less than 100% of the stock of its Foreign Subsidiaries and Company will cause its Foreign Subsidiaries to execute and deliver to Administrative Agent a counterpart of a the Subsidiary Guaranty, a Pledge Agreement, a counterpart of the Security Agreement and Additional Mortgages, as and. if applicable, Additional Mortgages and to take all such further action and execute all such further documents and instruments as may be reasonably required to (x) grant and perfect in favor of Administrative Agent, for the benefit of Domestic Tranche A Lenders, a First Priority security interest in all of the Real Property Assets and all of the personal property assets of such Subsidiary described in the applicable Collateral Documents, and mixed (y) grant and perfect in favor of Administrative Agent, for the benefit of Domestic Tranche B Lenders, a Second Priority security interest in all of the Real Property Assets and all of the personal property assets of such Subsidiary described in the applicable Collateral Documents.