Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event, within forty five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), cause # the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty‑five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), # such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, # such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and # such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Foreign Subsidiaries. NotifyIn the Administrative Agent promptly afterevent that, subsequent to the Closing Date, any Person becomes a First Tier Foreign Subsidiary, whether pursuant to formation, acquisition or otherwise, # the Borrower shall promptly notify the Administrative Agent and promptly thereafter (and, inthe Lenders thereof and # to the extent such Foreign Subsidiary is owned directly by any event,Credit Party, within forty five (45)60 days after such notification, as such time period may be extended byPerson becomes a Foreign Subsidiary or, if the Administrative Agent determines in its sole discretion),discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit, the Borrower shall, or shall cause # the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty‑five percent (65%)to, # pledge all of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary that is not an Excluded Foreign Subsidiary (in the case of a first-tier Foreign Subsidiary that is a CFC or CFC Holdco, then such pledge shall be limited to 65% of the issued and outstanding voting Equity Interests and 100% of the issued and outstanding non-voting Equity Interests of such Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), # such Person to deliveras applicable) to the Administrative Agent for the benefit of the Creditors as security for the Obligations and shall take all actions necessary to ensure that such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested bypledge provides the Administrative Agent, #for the benefit of the Creditors, with a first priority perfected Lien (including, without limitation, delivery of all certificates that evidence such Person to deliver tostock or other equity interests and transfer powers duly executed in blank, any registration or notarization required under the Administrative Agent such updated Schedules tolaws of the Loan Documents as requested by the Administrative Agent with regard to such Personjurisdiction of organization of any applicable Foreign Subsidiary and # such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, alldelivery of legal opinions, in form, contentform and scopesubstance reasonably satisfactory to the Administrative Agent.Agent, by counsel that is authorized to practice law in such foreign jurisdiction, regarding, among other things, the enforceability of such pledge under the laws of such foreign jurisdiction). In addition, each such Subsidiary shall authorize the Administrative Agent to file financing statements, in form and substance reasonably satisfactory to the Administrative Agent, with respect to the collateral pledged under the Security Agreement that such Subsidiary has executed.
Additional ForeignDomestic Subsidiaries. NotifyPromptly notify the Administrative Agent promptly afterof the creation or acquisition of any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event,Domestic Subsidiary and, within forty five (45)thirty (30) days after such notification,creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion),discretion, cause such Domestic Subsidiary to # the applicable Credit Party to deliverbecome a Subsidiary Guarantor by delivering to the Administrative Agent Security Documents pledging sixty‑five percent (65%) ofa duly executed supplement to the total outstanding voting Equity Interests (and one hundred percent (100%) ofSubsidiary Guaranty Agreement or such other document as the non-voting Equity Interests) of anyAdministrative Agent shall deem appropriate for such new First Tier Foreign Subsidiary andpurpose, # grant a consent thereto executedsecurity interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such new First Tier ForeignDomestic Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuantby delivering to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificateAdministrative Agent a duly executed in blank bysupplement to each applicable Security Document or such other document as the registered owner thereof),Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, # such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, # if such PersonEquity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, # deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regardrespect to such PersonDomestic Subsidiary, and # such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
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