Common use of Pledge of Additional Collateral Clause in Contracts

Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company or any of its Subsidiaries of (i) Real Property in the United States or the United Kingdom, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company will, and will cause each of its Subsidiaries to, take all necessary action, including the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, entering into or amending Security Documents or, in the case the Company or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition of Real Property in the United States or the United Kingdom, satisfaction of the conditions set forth in Sections 4.01(b)(iv), 4.01(q) and 4.01(u) and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv) and 4.01(n)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents or the Collateral Agent, shall be for the account of the Borrowers, which shall pay all sums due on demand.

Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company Borrower or any of its Subsidiaries of (i) Real Property in the United States or the United KingdomProperty, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company Borrower will, and will cause each of its Subsidiaries to, take all necessary action, including the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, entering into or amending Security Documents or, in the case the Company Borrower or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition of Real Property in the United States or the United KingdomProperty, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii), 4.01(q4.01(p) and 4.01(u4.01(t) and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii) and 4.01(n4.01(m)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral Lien, subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document Documents, in such Collateral pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents Agent or the Collateral Agent, shall be for the account of the BorrowersBorrower, which shall pay all sums due on within 5 Business Days of demand.

Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company Borrower or any of its Subsidiaries of (i) Real Property in the United States or the United KingdomProperty, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary the acquisition of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary Shares (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company Borrower will, and will cause each of its Subsidiaries to, take all necessary action, including the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, entering into or amending Security Documents or, in the case the Company Borrower or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent or, in the case the Borrower or any of its Subsidiaries acquires Real Property for a purchase price in excess of $50,000, entering into Mortgages (and, in the case of the acquisition of Real Property in the United States or the United KingdomProperty, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii), 4.01(q) and 4.01(u) as if such Real Property were Mortgaged Real Property and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv4.01(b)(ii) and 4.01(n)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a Designated Acquisition and (iii) the Company's Subsidiaries in Mexico, Singapore and South Africa shall not be required to comply with the provisions of the foregoing sentence and no Liens will be required if prohibited by a prohibition on Liens permitted to exist by Section 6.12(b). The Borrowers shall use their reasonable best efforts to limit the collateral that Foreign Subsidiaries acquired pursuant to a Designated Acquisition or otherwise shall provide to lenders providing the facilities permitted by Sections 7.04(f) and 7.04(g). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, costs of counsel for the Agents Agent or the Collateral Agent, shall be for the account of the BorrowersBorrower, which shall pay all sums due on demand.