Common use of Pledge of New Subsidiary Stock Clause in Contracts

Pledge of New Subsidiary Stock. (i) Pledge (or cause its Wholly-Owned Domestic Subsidiaries to pledge) all of the Capital Stock of each new Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary and each Wholly-Owned Domestic Subsidiary of Company that becomes a Material Subsidiary (other than an Excluded Subsidiary) and 65% of the Capital Stock of each new each new first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, a Material Subsidiary) that is, in each case, a Material Subsidiary (other than an Excluded Subsidiary) and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary) that, in each case, becomes a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the Effective Date to Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the Pledge Agreement promptly, and in any event, within sixty (60) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such Domestic Subsidiary, and one hundred and twenty (120) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such first-tier Foreign Subsidiary of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable.

Pledge of New Subsidiary Stock. Subject to Sections 7.12(a), 7.12(c), 7.12(d) and 12.22 and the Agreed Guaranty and Security Principles, (i) Pledge solely in the case of Company and its Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors (other than ​ ​ ​ Excluded Subsidiaries), pledge (or cause its Wholly-Owned Domestic Subsidiaries and U.S. Domiciled Foreign Guarantors (other than Excluded Subsidiaries) to pledge): (1) all of the Capital Stock of (x) each new Wholly-Owned Domestic Subsidiary of Company that is an Other Subsidiary Borrower or a Material Subsidiary and (y) each Wholly-Owned Domestic Subsidiary of Company that becomes an Other Subsidiary Borrower or a Material Subsidiary (in each case other than an Excluded Subsidiary); and (2) and 65% all of the Capital Stock (subject to the limitations set forth in Section 12.22) of each new each new first-tier Wholly-Owned Foreign Subsidiary or that is an Other Subsidiary Borrower (other than an Excluded Subsidiary), each new first-tier Wholly-Owned Foreign Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, is a Material Subsidiary) that is, in each case, a Material Subsidiary (other than an Excluded Subsidiary) ), and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company or Wholly-Owned U.S. Domiciled Foreign Guarantor that is a Material Subsidiary or that becomes a Material Subsidiary as a result of its direct Subsidiary becoming a Material Subsidiary) that, in each case, becomes an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the SecondFifth Amendment Effective Date Date, to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the U.S. Pledge Agreement promptly, and in any event, within sixty (60) 60 days (or within such longer period of time that the Collateral Agent may reasonably agreeagree in its sole discretion), in the case of any such Domestic Subsidiary, and one hundred and twenty (120) 120 days (or within such longer period of time that the Collateral Agent may reasonably agreeagree in its sole discretion), in the case of any such first-tier Foreign Subsidiary or U.S. Domiciled Foreign Guarantor, of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; and (ii) solely to the extent required by Section 7.12(a)(ii), and except as otherwise agreed by Required Lenders, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to pledge all of the Capital Stock (subject to the limitations set forth in Section 12.22) of each new Other Subsidiary Borrower or Wholly-Owned Subsidiary of Company (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) that is an Other Subsidiary Borrower or Material Subsidiary, established, acquired, created or otherwise in existence after the SecondFifth Amendment Effective Date, to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the applicable Other Pledge Agreement or, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, within ​ ​ ​ 120 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of the creation of such new Subsidiary, designation of such Other Subsidiary Borrower, or the date such Subsidiary becomes a Material Subsidiary, as applicable.

Pledge of New Subsidiary Stock. Subject to Sections 7.12(a), 7.12(c), 7.14, and 12.22 and the Agreed Guaranty and Security Principles, (i) Pledge solely in the case of Company and its Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors (other than Excluded Subsidiaries), pledge (or cause its Wholly-Owned Domestic Subsidiaries and U.S. Domiciled Foreign Guarantors (other than Excluded Subsidiaries) to pledge): (1) all of the Capital Stock of (x) each new Wholly-Owned Domestic Subsidiary of Company that is an Other Subsidiary Borrower or a Material Subsidiary and (y) each Wholly-Owned Domestic Subsidiary of Company that becomes an Other Subsidiary Borrower or a Material Subsidiary (in each case other than an Excluded Subsidiary); and (2) and 65% all of the Capital Stock (subject to the limitations set forth in Section 12.22) of each new each new first-tier Wholly-Owned Foreign Subsidiary or that is an Other Subsidiary Borrower (other than an Excluded Subsidiary), each new first-tier Wholly-Owned Foreign Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, a Material Subsidiary) that is, in each case, a Material Subsidiary (other than an Excluded Subsidiary) ), and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary or Wholly-Owned U.S. Domiciled Foreign Guarantor of Company that is a Material Subsidiary or that becomes a Material Subsidiary as a result of its direct Subsidiary becoming a Material Subsidiary) that, in each case, becomes an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the Effective Date Closing Date, to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the U.S. Pledge Agreement promptly, and in any event, (A) within sixty (60) 90 days (or within such longer period of time that the Collateral Agent may reasonably agreeagree in its sole discretion) after the date that the Target Acquisition is completed, in the case of any such Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and (B) in the case of any other Person, (I) within 60 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion), in the case of any such Domestic Subsidiary, and one hundred and twenty (120) 120 days (or within such longer period of time that the Collateral Agent may reasonably agreeagree in its sole discretion), in the case of any such first-tier Foreign Subsidiary or U.S. Domiciled Foreign Guarantor, of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; and (ii) solely to the extent required by Section 7.12(a)(ii), and except as otherwise agreed by Required Lenders, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to pledge all of the Capital Stock (subject to the limitations set forth in Section 12.22) of each new Other Subsidiary Borrower or Wholly-Owned Subsidiary of Company (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) that is an Other Subsidiary Borrower or Material Subsidiary, established, acquired, created or otherwise in existence after the Closing Date, to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the applicable Other Pledge Agreement or, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, within 120 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of the creation of such new Subsidiary, designation of such Other Subsidiary Borrower, or the date such Subsidiary becomes a Material Subsidiary, as applicable.

Pledge of New Subsidiary Stock. (i) Pledge Subject to Section 12.22, pledge (or cause its Wholly-Owned Domestic Subsidiaries to pledge) all of the Capital Stock of each new Wholly-Owned Domestic Subsidiary that is an Other Subsidiary Borrower and each new Domestic Subsidiary of the Company that is a Material Subsidiary and each Wholly-Owned Domestic Subsidiary of Company that becomes a Material Subsidiary (other than or an Excluded Subsidiary) Other Subsidiary Borrower and 65% of the Capital Stock of each new Foreign Subsidiary that is an Other Subsidiary Borrower and each new first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, a Material Subsidiary) that is, in each case, is a Material Subsidiary (other than an Excluded Subsidiary) and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary) that, in each case, that becomes a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the Effective Initial Borrowing Date to Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the United States Pledge Agreement promptly, and in any event, within sixty (60) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such Domestic Subsidiary, and one hundred and twenty (120) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such first-tier Foreign Subsidiary of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; and (ii) [RESERVED]. (iii) Subject to Section 12.22 and except to the extent (and for so long as) it would result in a violation of Foreign Requirements of Law or imposition of a material tax liability that Administrative Agent determines would make such pledge not commercially reasonable or impractical (which all Credit Parties, Pledgors and their Subsidiaries have taken all commercially reasonable steps to avoid or cure) and except as otherwise agreed by Required Lenders, pledge all of the Capital Stock of each Other Subsidiary Borrower and each Material Subsidiary, in each case, that is a Foreign Subsidiary, established, acquired, created or otherwise in existence after the Initial Borrowing Date to Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the applicable Other Pledge Agreement, within one hundred and twenty (120) days (or within such longer period of time that Collateral Agent may reasonably agree) of the creation of such new Subsidiary, designation of such Other Subsidiary Borrower, or the date such Subsidiary becomes a Material Subsidiary, as applicable.

Pledge of New Subsidiary Stock. Subject to Sections 7.12(a), 7.12(c), 7.14,7.12(d) and 12.22 and the Agreed Guaranty and Security Principles, (i) Pledge solely in the case of Company and its Wholly-Owned Domestic Subsidiaries and Wholly-Owned U.S. Domiciled Foreign Guarantors (other than Excluded Subsidiaries), pledge (or cause its Wholly-Owned Domestic Subsidiaries and U.S. Domiciled Foreign Guarantors (other than Excluded Subsidiaries) to pledge): (1) all of the Capital Stock of (x) each new Wholly-Owned Domestic Subsidiary of Company that is an Other Subsidiary Borrower or a Material Subsidiary and (y) each Wholly-Owned Domestic Subsidiary of Company that becomes an Other Subsidiary Borrower or a Material Subsidiary (in each case other than an Excluded Subsidiary); and (2) and 65% all of the Capital Stock (subject to the limitations set forth in Section 12.22) of each new each new first-tier Wholly-Owned Foreign Subsidiary or that is an Other Subsidiary Borrower (other than an Excluded Subsidiary), each new first-tier Wholly-Owned Foreign Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, a Material Subsidiary) that is, in each case, a Material Subsidiary (other than an Excluded Subsidiary) ), and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary or Wholly-Owned U.S. Domiciled Foreign Guarantor of Company that is a Material Subsidiary or that becomes a Material Subsidiary as a result of its direct Subsidiary becoming a Material Subsidiary) that, in each case, becomes an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the ClosingSecond Amendment Effective Date Date, to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the U.S. Pledge Agreement promptly, and in any event, (A) within sixty (60) 90 days (or within such longer period of time that the Collateral Agent may reasonably agreeagree in its sole discretion) after the date that the Target Acquisition is completed, in the case of any such Wholly-Owned Domestic Subsidiaries acquired or formed in connection with the Target Acquisition, and (B) in the case of any other Person, (I) within 60 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion), in the case of any such Domestic Subsidiary, and one hundred and twenty (120) 120 days (or within such longer period of time that the Collateral Agent may reasonably agreeagree in its sole discretion), in the case of any such first-tier Foreign Subsidiary or U.S. Domiciled Foreign Guarantor, of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; and (ii) solely to the extent required by Section 7.12(a)(ii), and except as otherwise agreed by Required Lenders, cause the direct parent (if a Wholly-Owned Subsidiary of Company and not an Excluded Subsidiary) of each Foreign Subsidiary that is an Other Subsidiary Borrower or a Material Subsidiary (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) to pledge all of the Capital Stock (subject to the limitations set forth in Section 12.22) of each new Other Subsidiary Borrower or Wholly-Owned Subsidiary of Company (other than an Excluded Subsidiary or a U.S. Domiciled Foreign Guarantor) that is an Other Subsidiary Borrower or Material Subsidiary, established, acquired, created or otherwise in existence after the ClosingSecond Amendment Effective Date, to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the applicable Other Pledge Agreement or, solely with respect to the direct parent of a U.S. Domiciled Foreign Guarantor, a U.S. Pledge Agreement, within 120 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) of the creation of such new Subsidiary, designation of such Other Subsidiary Borrower, or the date such Subsidiary becomes a Material Subsidiary, as applicable.

Pledge of New Subsidiary Stock. (i) Pledge Subject to Section 12.22, pledge (or cause its Wholly-Owned Domestic Subsidiaries to pledge) all of the Capital Stock of each new Wholly-Owned Domestic Subsidiary that is an Other Subsidiary Borrower and each new Domestic Subsidiary of the Company that is a Material Subsidiary and each Wholly-Owned Domestic Subsidiary of Company that becomes a Material Subsidiary (other than or an Excluded Subsidiary) Other Subsidiary Borrower and 65% of the Capital Stock of each new Foreign Subsidiary that is an Other Subsidiary Borrower and each new first-tier Wholly-Owned Foreign Subsidiary (directly owned by Company or Wholly-Owned a Domestic Subsidiary or a Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” ”) that is a Material Subsidiary and each first-tier Foreign Subsidiary (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, or a Material Subsidiary) that is, in each case, a Material Subsidiary (other than an Excluded Subsidiary) and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company ”) that is a Material Subsidiary) that, in each case, becomes a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the Effective Restatement Date to Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the United States Pledge Agreement promptly, and in any event, within sixty (60) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such Domestic Subsidiary, and one hundred and twenty (120) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such first-tier Foreign Subsidiary of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; and (ii) Subject to Section 12.22 and except to the extent (and for so long as) it would result in a violation of Foreign Requirements of Law or imposition of a material tax liability that Administrative Agent determines would make such pledge impractical or not commercially reasonable (which all Credit Parties, Pledgors and their Subsidiaries have taken all commercially reasonable steps to avoid or cure) and except as otherwise agreed by Required Lenders, pledge all of the Capital Stock of each Other Subsidiary Borrower and each Material Subsidiary, in each case, that is a Foreign Subsidiary, established, acquired, created or otherwise in existence after the Restatement Date to Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the applicable Other Pledge Agreement, within one hundred and twenty (120) days (or within such longer period of time that Collateral Agent may reasonably agree) of the creation of such new Subsidiary, designation of such Other Subsidiary Borrower, or the date such Subsidiary becomes a Material Subsidiary, as applicable.

Pledge of New Subsidiary Stock. (i) Pledge Company agrees to promptly but in no event later than ten (10) Business Days from the date of acquisition or creation thereof pledge (or to cause its Wholly-Owned Domestic Subsidiaries to pledge) all of the Capital Stock of each new Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary and each Wholly-Owned Domestic Subsidiary of Company that becomes a Material Subsidiary (other than an Excluded Subsidiary) and 65% of the Capital Stock of each new each new first-first tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, a Material Subsidiary) that is, in each case, a Material Subsidiary (other than an Excluded Subsidiary) and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary) that, in Subsidiary and each case, first tier Foreign Subsidiary that becomes a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the Effective Initial Borrowing Date to Collateral the Administrative Agent for the benefit of the Secured Creditors pursuant to the terms of the Pledge Domestic Security Agreement promptly, and in any event, within sixty ten (6010) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such Domestic Subsidiary, and one hundred and twenty (120) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such first-tier Foreign Subsidiary Business Days of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable, and to deliver together therewith, if such Capital Stock is certificated, certificates evidencing such pledged Capital Stock, undated stock powers or other appropriate instruments executed in blank and such opinions of counsel and such certificate of such Subsidiary as Administrative Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares; (ii) Each Canadian Borrower agrees to promptly but in no event later than ten (10) Business Days from the date of acquisition or creation thereof pledge (or cause its Canadian Subsidiaries to pledge) all of the Capital Stock of each of Canadian Borrower's new Canadian Subsidiaries that is a Material Subsidiary and each of Canadian Borrower's Canadian Subsidiaries that becomes a Material Subsidiary established, acquired, created or otherwise in existence after the Initial Borrowing Date to the Administrative Agent for the benefit of the Secured Creditors pursuant to the terms of the Canadian Pledge Agreement; (iii) UK Borrower agrees to promptly but in no event later than ten (10) Business Days from the date of acquisition or creation thereof pledge (or to cause its UK Subsidiaries to pledge) all of the Capital Stock of each of UK Borrower's new UK Subsidiary that is a Material Subsidiary and each of UK Borrower's UK Subsidiaries that become a Material Subsidiary established, acquired, created or otherwise in existence after the Initial Borrowing Date to the Administrative Agent for the benefit of the Secured Creditors pursuant to the terms of the UK Security Agreement; and (iv) Subject to Section 4.8, at the request of Administrative Agent, each Borrower agrees to promptly pledge (or cause its respective Subsidiaries to pledge) 100% of the Capital Stock of each of such Borrower's new Foreign Subsidiary that is a Material Subsidiary (other than any Subsidiary organized under the laws of Malaysia, Indonesia or Nigeria as of the date hereof) and each of such Borrower's Foreign Subsidiaries that become Material Subsidiaries established, acquired, created or otherwise in existence after the Initial Borrowing Date to Administrative Agent for the benefit of the Secured Creditors pursuant to such documentation, in form and substance satisfactory to Administrative Agent, as may be required to create valid and 127 enforceable perfected security interests in such Capital Stock to secure the Obligations of UK Borrower under the UK Revolving Facility and to secure the Obligations of Canadian Borrowers under the Canadian Revolving Facility, together with such other documentation as may be required by Administrative Agent or the Required Lenders pursuant to Section 7.12(d); provided, that no Subsidiary shall be required to execute such documentation to the extent that the execution and performance of such agreement would result in any material adverse tax consequence or violate any Foreign Requirement of Law.

Pledge of New Subsidiary Stock. (i) Pledge Subject to Section 12.22, Company agrees to pledge (or to cause its Wholly-Owned Domestic Subsidiaries to pledge) all of the Capital Stock of each new Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary and each Wholly-Owned Domestic Subsidiary of Company that becomes a Material Subsidiary (other than an Excluded Subsidiary) and 65% of the Capital Stock of each new each new first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, a Material Subsidiary) that is, in each case, is a Material Subsidiary (other than an Excluded Subsidiary) and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary) that, in each case, that becomes a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the Effective Initial Borrowing Date to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the United States Pledge Agreement promptly, and in any event, within sixty (60) days of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; (ii) Subject to Section 12.22, Company and Canadian Holdings agree to pledge (or within such longer period to cause their Subsidiaries to pledge) all of time the Capital Stock of each of Canadian Holdings' new Subsidiaries that is a Material Subsidiary and each of Canadian Holdings' Subsidiaries that becomes a Material Subsidiary established, acquired, created or otherwise in existence after the Initial Borrowing Date to the Collateral Agent may reasonably agreefor the benefit of the Secured Creditors pursuant to Section 7.12(a)(iii), within sixty (60) days of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; and (iii) Subject to Section 12.22 and except to the extent (and for so long as) it would result in a violation of Foreign Requirements of Law (which all relevant Persons have taken all commercially reasonable steps to avoid or cure), Company and European Holdco agree to pledge (or to cause their Subsidiaries to pledge) all of the case Capital Stock of any such each new Foreign Subsidiary that is a Material Subsidiary (other than a Foreign Subsidiary owned directly by Company or a Domestic Subsidiary) and each Foreign Subsidiary that becomes a Material Subsidiary (other than a Foreign Subsidiary owned directly by Company or a Domestic Subsidiary) established, and one hundred and twenty acquired, created or otherwise in existence after the Initial Borrowing Date to the Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the applicable European Pledge Agreement, within sixty (12060) days (or within such longer period of time that Collateral Agent may reasonably agree), in the case of any such first-tier Foreign Subsidiary of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable.

Pledge of New Subsidiary Stock. (i) Pledge Subject to Sections 12.19(c) and 12.22, pledge (or cause its Wholly-Owned Domestic Subsidiaries to pledge) all of the Capital Stock of each new Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary and each Wholly-Owned Domestic Subsidiary of Company that becomes a Material Subsidiary (other than an Excluded Subsidiary) and 65% of the Capital Stock of each new each new first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is, in each case, a Material Subsidiary) that is, in each case, is a Material Subsidiary (other than an Excluded Subsidiary) and each first-tier Wholly-Owned Foreign Subsidiary or Wholly-Owned Subsidiary described in clause (i) or (ii) of the definition of “Domestic Subsidiary” (directly owned by Company or a Wholly-Owned Domestic Subsidiary of Company that is a Material Subsidiary) that, in each case, that becomes a Material Subsidiary (other than an Excluded Subsidiary or any Subsidiary whose pledge of Capital Stock is prohibited by applicable law, rule, regulation or contract (in effect at the time of the acquisition of such Subsidiary) or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such Capital Stock (unless such consent, approval, license or authorization has been received)) established, acquired, created or otherwise in existence after the Effective Initial Borrowing Date to Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the Xxxxxx Xxxxxx Pledge Agreement promptly, and in any event, within sixty (60) days (or within such longer period of time that Collateral Agent may reasonably agree)days, in the case of any such Domestic Subsidiary, and one hundred and twenty (120) days (or within such longer period of time that Collateral Agent may reasonably agree)days, in the case of any such first-tier Foreign Subsidiary of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; (ii) Subject to Sections 12.19(c) and 12.22, pledge (or cause their Subsidiaries to pledge) all of the Capital Stock of each of Canadian Borrower’s new Subsidiaries that is a Material Subsidiary and each of Canadian Borrower’s Subsidiaries that becomes a Material Subsidiary established, acquired, created or otherwise in existence after the Initial Borrowing Date to Collateral Agent for the benefit of the Secured Creditors pursuant to Section 7.12(a)(iii), within sixty (60) days of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable; and (iii) Subject to Sections 12.19(c) and 12.22 and except to the extent (and for so long as) it would result in a violation of Foreign Requirements of Law or imposition of a material tax liability that Administrative Agent determines would make such pledge not commercially reasonable or impractical (which all Credit Parties and their Subsidiaries have taken all commercially reasonable steps to avoid or cure) and except as otherwise agreed by Required Lenders, pledge all of the Capital Stock of each new first-tier Foreign Subsidiary owned by European Holdco or any Other Subsidiary Borrower that is a Material Subsidiary (other than a Foreign Subsidiary owned directly by Company or a Domestic Subsidiary) and each first-tier Foreign Subsidiary owned by European Holdco or any Other Subsidiary Borrower that becomes a Material Subsidiary (other than a Foreign Subsidiary owned directly by Company or a Domestic Subsidiary) established, acquired, created or otherwise in existence after the Initial Borrowing Date to Collateral Agent for the benefit of the Secured Creditors pursuant to the terms of the applicable Other Pledge Agreement, within one hundred and twenty (120) days of the creation of such new Subsidiary or the date such Subsidiary becomes a Material Subsidiary, as applicable.