Common use of Material IP Subsidiary Pledges Clause in Contracts

Material IP Subsidiary Pledges. Notwithstanding the foregoing, or any other provision of this Agreement or any other Credit Document (including the definitions of Excluded Perfection Action and Excluded Property), at the request of the Administrative Agent, each Credit Party that owns, directly or indirectly, any Equity Interests in any Material IP Subsidiary that is not a Credit Party shall cause the pledge of the Equity Interests in each of such Credit Party’s First Tier Foreign Subsidiaries (to the extent pledged pursuant to the Pledge Agreement) to be perfected pursuant to the Applicable Laws of the jurisdiction of formation of such First Tier Foreign Subsidiary (in addition to the grant and perfection thereof pursuant to the Pledge Agreement and related filings and possession of certificates with respect to any such Equity Interests), such perfection to be accomplished on the Closing Date with respect to any First Tier Foreign Subsidiary and related Material IP Subsidiary in existence on the Closing Date, and within 30 days (or such longer period as the Administrative Agent may agree) after any Material IP Subsidiary is created or acquired or any existing Subsidiary becomes a Material IP Subsidiary in the case of any such occurrence after the Closing Date.

Material IP Subsidiary Pledges. Notwithstanding the foregoing, or any other provision of this Agreement or any other Credit Document (including the definitions of Excluded Perfection Action and Excluded Property), at the request of the Administrative Agent, each Credit Party that owns, directly or indirectly, any Equity Interests in any Material IP Subsidiary that is not a Credit Party shall cause the pledge of the Equity Interests in each of such Credit Party’s its First Tier Foreign Subsidiaries (to the extent pledged pursuant to the Pledge Agreement) to be perfected pursuant to the Applicable Laws of the jurisdiction of formation of such First Tier Foreign Subsidiary (in addition to the grant and perfection thereof pursuant to the Pledge Agreement and related filings and possession of certificates with respect to any such Equity Interests), such perfection to be accomplished on the Closing Date with respect to any First Tier Foreign Subsidiary and related Material IP Subsidiary in existence on the Closing Date, and within 30 days (or such longer period as the Administrative Agent may agree) after any Material IP Subsidiary is created or acquired or any existing Subsidiary becomes a Material IP Subsidiary in the case of any such occurrence after the Closing Date.

Material IP Subsidiary Pledges. Notwithstanding the foregoing, or any other provision of this Agreement or any other Credit Document (including the definitions of Excluded Perfection Action and Excluded Property), at the request of the Administrative Agent, each Credit Party that owns, directly or indirectly, any Equity Interests in any Material IP Subsidiary that is not a Credit Party shall cause the pledge of the Equity Interests in each of such Credit Party’s First Tier Foreign Subsidiaries (to the extent pledged pursuant to the Pledge Agreement) to be perfected pursuant to the Applicable Laws of the jurisdiction of formation of such First Tier Foreign Subsidiary (in addition to the grant and perfection thereof pursuant to the Pledge Agreement and related filings and possession of certificates with respect to any such Equity Interests), such perfection to be accomplished on the Closing Date with respect to any First Tier Foreign Subsidiary and related Material IP Subsidiary in existence on the Closing Date, and within 30 days (or such longer period as the Administrative Agent may agree) after any Material IP Subsidiary is created or acquired or any existing Subsidiary becomes a Material IP Subsidiary in the case of any such occurrence after the Closing Date. (f) Notwithstanding anything to the contrary in this Section 7.11, other than Section 7.11(e) above, no Credit Party shall be required to take any Excluded Perfection Action.