Common use of First-Tier Foreign Subsidiary Pledges Clause in Contracts

First-Tier Foreign Subsidiary Pledges. Except during a Collateral Release Period and subject to the proviso at the end of this subsection (c), within 30 days (or such later time as may be determined by the Administrative Agent in its sole discretion) after the date any notice is provided, or is required to be provided, pursuant to Section 6.14(a)(ii)(D) above, cause the Company or Domestic Subsidiary that owns the Equity Interests in such First-Tier Foreign Subsidiary to deliver to the Administrative Agent for the benefit of the Secured Parties a Security Instrument (or such other document or documents as the Administrative Agent shall deem appropriate for such purpose) executed by the applicable owner or owners of the Equity Interests of such First-Tier Foreign Subsidiary and other documentation, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case pledging sixty-five percent (65%) of the Equity Interests (which pledge shall only be required to include 65% of the voting Equity Interests) of such First-Tier Foreign Subsidiary (including without limitation, (x) if applicable, original stock certificates (or the equivalent thereof) evidencing such percentage of the Equity Interests issued by such First-Tier Foreign Subsidiary, together with transfer powers, (y) Foreign Pledges and other documentation governed or required by the Laws of, or customary in, the jurisdiction in which such First-Tier Foreign Subsidiary is organized, in the event such First-Tier Foreign Subsidiary is a Foreign Borrower or a Foreign Guarantor, and (z) to the extent reasonably requested by the Administrative Agent, documents and certificates referred to in Section 4.01, updated schedules to the Loan Documents (in each case with respect to such First-Tier Foreign Subsidiary) and other 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 (A) the provisions of this subsection (c) shall not apply to any pledge of Equity Interests: (1) as to which both the Administrative Agent and the Company reasonably determine that the costs and consequences (including any adverse tax consequences) of obtaining such a pledge is excessive in relation to the benefits afforded thereby; (2) of any First-Tier Foreign Subsidiary that is a non Wholly Owned Restricted Subsidiary if the Organization Documents of such First-Tier Foreign Subsidiary prohibit such pledge or would require the consent of any third party that has not been obtained after the Company’s use of commercially reasonable efforts to obtain such consent; or (3) that is prohibited by applicable Laws, and (B) the Company shall not be required to obtain any Security Instruments or documentation of the type referred to in clause (y) above unless such First-Tier Foreign Subsidiary is a Foreign Borrower or Foreign Guarantor (it being understood and agreed that if such First-Tier Foreign Subsidiary becomes a Foreign Borrower or Foreign Guarantor such Security Instruments and documentation shall be provided not later than 30 days (or such later time as may be determined by the Administrative Agent in its sole discretion) after the request of the Administrative Agent.

First-Tier Foreign Subsidiary Pledges. Except Solely during a Collateral Release Period and subject to the proviso at the end of this subsection (c)subsection, within 30 days (or such later time as may be determined by the Administrative Agent in its sole discretion) after the date any notice is provided, or is required to be provided, pursuant to Section 6.14(a)(ii)(D6.14(d)(ii) above, cause the Company or Domestic Subsidiary Guarantor that owns the Equity Interests in such First-Tier Foreign Subsidiary to deliver to the Administrative Agent for the benefit of the Secured Parties a Security Instrument (or such other document or documents as the Administrative Agent shall reasonably deem appropriate for such purpose) executed by the applicable owner or owners of the Equity Interests of such First-Tier Foreign Subsidiary and other documentation, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case pledging sixty-five percent (65%) of the Equity Interests (which pledge shall only be required to include 65% of the voting Equity Interests) of such First-Tier Foreign Subsidiary (including without limitation, (x) if applicable, original stock certificates or share certificates (or the equivalent thereof) evidencing such percentage of the Equity Interests issued by such First-Tier Foreign Subsidiary, together with transfer powerspowers (or in the case of Subsidiaries incorporated under the laws of England and Wales, stock transfer forms), (y) Foreign Pledges foreign pledges and other documentation governed or required by the Laws of, or customary in, the jurisdiction in which such First-Tier Foreign Subsidiary is organized, in the event such First-Tier Foreign Subsidiary is a Foreign Borrower or a Foreign GuarantorBorrower, and (z) to the extent reasonably requested by the Administrative Agent, documents and certificates referred to in Section 4.01, updated schedules to the Loan Documents (in each case with respect to such First-Tier Foreign Subsidiary) and other 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 (A) the provisions of this subsection (cb) shall not apply to any pledge of Equity Interests: Interests (1) as to which both the Administrative Agent and the Company reasonably determine that the costs and consequences (including any adverse tax consequences) of obtaining such a pledge is excessive in relation to the benefits afforded thereby; thereby or (2) of any First-Tier Foreign Subsidiary that is a non Wholly Owned Restricted Subsidiary if the Organization Documents of such First-Tier Foreign Subsidiary prohibit such pledge or would require the consent of any third party that has not been obtained after the Company’s use of commercially reasonable efforts to obtain such consent; or (3) that is prohibited by applicable Laws, and (B) the Company shall not be required to obtain any Security Instruments or documentation of the type referred to in clause (y) above unless such First-Tier Foreign Subsidiary is a Foreign Borrower or Foreign Guarantor (it being understood and agreed that if such First-Tier Foreign Subsidiary becomes a Foreign Borrower or Foreign Guarantor such Security Instruments and documentation shall be provided not later than 30 days (or such later time as may be determined by the Administrative Agent in its sole discretion) after the request of the Administrative Agent.

First-Tier Foreign Subsidiary Pledges. Except during a Collateral Release Period and subject to the proviso at the end of this subsection (c), within 30 days (or such later time as may be determined by the Administrative Agent in its sole discretion) after the date any notice is provided, or is required to be provided, pursuant to Section 6.14(a)(ii)(D6.14(a)(ii)(C) above, cause the Company or Domestic Subsidiary that owns the Equity Interests in such a First-Tier Foreign Subsidiary (other than any Excluded Foreign Subsidiary) to deliver to the Administrative Agent for the benefit of the Secured Parties a Security Instrument (or such other document or documents as the Administrative Agent shall deem appropriate for such purpose) executed by the applicable owner or owners of the Equity Interests of such First-Tier Foreign Subsidiary and other documentation, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case pledging sixty-five percent (65%) of the Equity Interests (which pledge shall only be required to include 65% of the voting Equity Interests) of such First-Tier Foreign Subsidiary (including without limitation, (x) if applicable, original stock certificates (or the equivalent thereof) evidencing such percentage of the Equity Interests issued by such First-Tier Foreign Subsidiary, together with transfer powers, (y) Foreign Pledges and other documentation governed or required by the Laws of, or customary in, the jurisdiction in which such First-Tier Foreign Subsidiary is organized, in the event such First-Tier Foreign Subsidiary is a Foreign Borrower or a Foreign Guarantor, and (z) to the extent reasonably requested by the Administrative Agent, documents and certificates referred to in Section 4.01, updated schedules to the Loan Documents (in each case with respect to such First-Tier Foreign Subsidiary) and other 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 (A) the provisions of this subsection (c) shall not apply to any pledge of Equity Interests: (1) as to which both the Administrative Agent and the Company reasonably determine that the costs and consequences (including any adverse tax consequences) of obtaining such a pledge is excessive in relation to the benefits afforded thereby; (2) of any First-Tier Foreign Subsidiary that is a non Wholly Owned Restricted Subsidiary if the Organization Documents of such First-Tier Foreign Subsidiary prohibit such pledge or would require the consent of any third party that has not been obtained after the Company’s use of commercially reasonable efforts to obtain such consent; or (3) that is prohibited by applicable Laws, and (B) the Company shall not be required to obtain any Security Instruments or documentation of the type referred to in clause (y) above unless such First-Tier Foreign Subsidiary is a Foreign Borrower or Foreign Guarantor (it being understood and agreed that if such First-Tier Foreign Subsidiary becomes a Foreign Borrower or Foreign Guarantor such Security Instruments and documentation shall be provided not later than 30 days (or such later time as may be determined by the Administrative Agent in its sole discretion) after the request of the Administrative Agent.